Exhibit 10.1


 


Execution Version


 





 



 


MEMBERSHIP
INTEREST PURCHASE AGREEMENT


 





 



 


By and Among


 


XSPAND
PRODUCTS LAB, INC., as Buyer


 


and


 


EDISON
NATION HOLDINGS, LLC, as the Company


 


and


 


THE EXISTING MEMBERS OF EDISON NATION
HOLDINGS, LLC


 


June 29, 2018


 




     


     


    

 


TABLE OF CONTENTS 


 


	 	 	Page
	 	 	 
	Article 1 – ISSUANCE AND SALE OF THE COMMON MEMBERSHIP INTERESTS	2
	 	 	 
	1.1	Issuance and Sale of the Common Membership Interests	2
	1.2	Payment for the Common Membership Interests	2
	1.3	Exclusion of Certain Assets and Liabilities	2
	 	 	 
	Article 2 - CLOSING	2
	 	 	 
	2.1	Closing	2
	2.2	Payment of the Purchase Price	2
	2.3	Transactions to occur prior to, at or concurrently with the Closing	3
	2.4	Deliveries by the Company	3
	2.5	Pre-Closing Covenants	4
	 	 	 
	Article 3 - REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND EXISTING MEMBERS	5
	 	 	 
	3.1	Existence and Qualification	5
	3.2	Authority, Approval and Enforceability	6
	3.3	Capitalization and Company Records	6
	3.4	No Company or Existing Member Defaults or Consents	7
	3.5	No Company Defaults or Consents	7
	3.6	No Proceedings	8
	3.7	Employee Benefit Matters	8
	3.8	Financial Statements; No Undisclosed Liabilities	11
	3.9	Absence of Certain Changes	12
	3.10	Compliance with Laws	13
	3.11	Litigation	15
	3.12	Real Property	15
	3.13	Material Contracts	15
	3.14	Insurance	17
	3.15	Intellectual Property	17
	3.16	Equipment and Other Tangible Property	21
	3.17	Permits; Environmental Matters	21
	3.18	Banks	22
	3.19	Customers	22
	3.20	Absence of Certain Business Practices	23
	3.21	Products, Services and Authorizations	23
	3.22	Labor	24
	3.23	Transactions With Affiliates	25
	3.24	Brokers or Finders’ Fees	25
	3.25	Management Continuity	25
	3.26	Taxes	25
	3.27	Other Information	27


 




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TABLE OF CONTENTS

(CONT.)


 


	 	 	Page
	 	 	 
	3.28	Securities Matters	27
	3.29	No Additional Representations	27
	 	 	 
	Article 4 - REPRESENTATIONS AND WARRANTIES OF THE BUYER	27
	 	 	 
	4.1	Existence and Qualification	27
	4.2	Authority, Approval and Enforceability	28
	4.3	No Default or Consents	28
	4.4	No Proceedings	28
	4.5	No Other Agreements	29
	4.6	Independent Investigation; No Other Representations and Warranties	29
	4.7	Buyer Shares	29
	4.8	Brokers or Finders’ Fees	29
	4.9	SEC Reports; Financial Statements	30
	 	 	 
	Article 5 - CONDITIONS TO THE EXISTING MEMBERS’ AND THE BUYER’S OBLIGATIONS	30
	 	 	 
	5.1	Conditions to Obligations of the Company	30
	5.2	Conditions to Obligations of the Buyer	31
	 	 	 
	Article 6 - POST-CLOSING OBLIGATIONS	31
	 	 	 
	6.1	Further Assurances	31
	6.2	Publicity; SEC Filings; Listing	32
	6.3	Post-Closing Indemnity by the Existing Members and by the Buyer	32
	6.4	Non-Disclosure	33
	6.5	Director Nomination	33
	6.6	Releases	33
	6.7	Restrictive Covenants	34
	 	 	 
	Article 7 - TAX MATTERS	35
	 	 	 
	7.1	Transfer Taxes	35
	7.2	Tax Contests	36
	7.3	Additional Agreements	36
	 	 	 
	Article 8 - MISCELLANEOUS	38
	 	 	 
	8.1	Limitation on Liability; Claim Procedure	38
	8.2	Brokers	40
	8.3	Costs and Expenses	40
	8.4	Notices	40
	8.5	Governing Law	42
	8.6	Survival	42
	8.7	Binding Effect and Assignment	42
	8.8	Exhibits and Schedules	42
	8.9	Multiple Counterparts	42


 




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TABLE OF CONTENTS

(CONT.)


 


	 	 	Page
	 	 	 
	8.10	References and Construction	43
	8.11	Attorneys’ Fees	43
	8.12	Severability.	43
	8.13	Entire Agreement; Amendments and Waivers	43
	8.14	Termination	43
	8.15	Waiver of Conflicts; Privilege	44
	 	 	 
	Article 9 - DEFINITIONS	44


 




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LIST OF SCHEDULES


 


	Schedule 1.3	Excluded Liabilities
	Schedule 3.1	Foreign Qualifications
	Schedule 3.3(a)	Company Capitalization
	Schedule 3.3(d)	Acquired Subsidiary Capitalization 
	Schedule 3.4	Seller Defaults or Consents
	Schedule 3.5	Company Defaults or Consents
	Schedule 3.6	No Proceedings
	Schedule 3.7(a)	Employee Benefit Matters
	Schedule 3.7(c)	Benefit Plan Liabilities
	Schedule 3.8(b)	Scheduled Contingent Liabilities
	Schedule 3.8(d)	Accounts Receivable
	Schedule 3.8(e)	Encumbrances
	Schedule 3.9(a)	Certain Material Changes
	Schedule 3.9(b)	Certain Actions
	Schedule 3.10(a)	Compliance with Laws
	Schedule 3.10(c)	Approvals, Registrations and Authorizations
	Schedule 3.10(i)	Adverse Event Reports
	Schedule 3.11	Litigation
	Schedule 3.12	Real Property
	Schedule 3.13(a)	Material Contracts
	Schedule 3.13(b)	Material Contracts Benefits
	Schedule 3.14	Insurance
	Schedule 3.15(b)	Company Owned Intellectual Property
	Schedule 3.15(c)	Encumbrances
	Schedule 3.15(f)	Claims
	Schedule 3.15(h)	Creators of Company Owned Intellectual Property
	Schedule 3.15(i)	Assignments or Licenses
	Schedule 3.15(l)	Third-Party Source Code
	Schedule 3.15(s)	Exclusivity
	Schedule 3.15(u)	Contractual Obligations
	Schedule 3.15(v)	Upcoming Filings
	Schedule 3.16	Tangible Assets Condition
	Schedule 3.17(a)	Permits
	Schedule 3.17(c)	Environmental Law Compliance
	Schedule 3.18	Banks, Accounts and Authorized Signatories
	Schedule 3.19	Customers
	Schedule 3.21(b)	Suspensions
	Schedule 3.22	Labor
	Schedule 3.22(c)	Independent Contractors
	Schedule 3.22(f)	Employees
	Schedule 3.23	Affiliate Transactions
	Schedule 3.24	Brokers or Finders’ Fees
	Schedule 3.26(j)	IRS Rulings
	Schedule 4.3	Buyer Defaults or Consents
	Schedule 4.8	Brokers or Finders’ Fees
	Schedule 14C	Preliminary Information Statement 


 




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MEMBERSHIP
INTEREST PURCHASE AGREEMENT


 


THIS MEMBERSHIP INTEREST
PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 29, 2018, by and among, (i) XSPAND
PRODUCTS LAB, INC., a Nevada corporation (the “Buyer”); (ii) EDISON NATION HOLDINGS, LLC, a North Carolina limited
liability company (the “Company”) and (iii) the members of the Company listed on the signature pages hereto
(the “Existing Members” and collectively with the Company and the Buyer, the “Parties” and
each, a “Party”).


 


Recitals


 


WHEREAS, the Company,
through the Acquired Subsidiaries (as defined herein), is primarily engaged in bringing consumer products to market through its
inventor community (as currently conducted by the Company’s Acquired Subsidiaries, the “Business”); and


 


WHEREAS, the Existing
Members collectively own all of the issued and outstanding membership interests of the Company (collectively, the “Existing
Company Membership Interests”); and


 


WHEREAS, in accordance
with the terms, and subject to the conditions, of this Agreement, at the Closing (as defined herein), the Company desires to issue
and sell to Buyer, and Buyer desires to purchase from the Company, membership interests in the Company in consideration for (i)
the payment to the Company of the Cash Consideration (as defined herein), (ii) the assumption and/or discharge of the Company’s
borrowed money indebtedness on the terms set forth herein and (iii) the guarantee of the Company’s obligations to the Existing
Members in respect of the Existing Company Membership Interests as provided in the New Company LLC Agreement (as defined herein);
and


 


WHEREAS, in connection
with the issuance and sale of membership interests of the Company to Buyer, at the Closing, the existing limited liability company
agreement of the Company shall be amended and restated, in the form attached hereto as Exhibit A (the “New Company
LLC Agreement”), to, among other things, (i) provide for two (2) classes of membership interests consisting of (A) preferred
membership interests (the “Preferred Membership Interests”) to be owned by the Existing Members, which Preferred
Membership Interests shall entitle the Existing Members to the rights set forth in the New Company LLC Agreement; and (B) common
membership interests (the “Common Membership Interests”) to be owned by Buyer; and


 


WHEREAS, the Buyer
desires to purchase the Common Membership Interests from the Company and to assume and/or discharge certain borrowed money indebtedness
of the Company, and the Company desires to issue and sell the Common Membership Interests to the Buyer, upon the terms and subject
to the conditions set forth in this Agreement; and


 


WHEREAS, capitalized
terms used and not otherwise defined herein shall have the meanings given to them in Article 9 hereof.


 


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:


 




     


     


    

 


Agreement


 


Article
1 – ISSUANCE AND SALE OF THE COMMON MEMBERSHIP INTERESTS


 


1.1           Issuance
and Sale of the Common Membership Interests. On the terms and subject to the conditions
set forth in this Agreement, at the Closing referred to in Section 2.1 hereof, the Company shall issue to the Buyer, and
the Buyer shall purchase from the Company, the Common Membership Interests, free and clear of any and all Encumbrances (other
than those arising under applicable securities laws or set forth in the New Company LLC Agreement), for the consideration specified
in Sections 1.2 and 2.2.


 


1.2           Payment
for the Common Membership Interests. As payment in full for the Common Membership
Interests being acquired by the Buyer hereunder, the Buyer shall pay the Cash Consideration to the Company, assume and/or discharge
the indebtedness of the Company set forth in Section 2.2 and guarantee the Put Right (as defined in the New Company LLC
Agreement) obligations of the Company in respect of the Preferred Membership Interests as provided in the New Company LLC Agreement.


 


1.3           Exclusion
of Certain Assets and Liabilities. Notwithstanding anything express or implied
to the contrary contained in this Section 1.3 or elsewhere herein, the Excluded Subsidiaries are excluded from the assets
and liabilities of the Company and the Acquired Subsidiaries being acquired by or transferred to the Buyer at the Closing through
the Buyer’s acquisition of the Common Membership Interests. The Existing Members shall cause the Excluded Subsidiaries to
be transferred to another Person in accordance with the terms hereof. With respect to the liabilities (the “Excluded
Liabilities”) set forth on Schedule 1.3, the Existing Members shall (i) obtain the release of the Company and
the Acquired Subsidiaries from any obligations in respect of the AllStar Terminated Agreements and (ii) indemnify the Buyer from
the Excluded Liabilities as provided in Section 6.3 of this Agreement (and subject to the limitations set forth in Section 8.1
of this Agreement).


 


Article
2- CLOSING


 


2.1           Closing.
The closing of the transactions contemplated hereby (the “Closing”) shall be held at 11:30 a.m., Eastern Time,
on the second (2nd) Business Day following the satisfaction or waiver of the conditions to Closing set forth in Article
5 or at such other date as may be agreed to by the Parties, by electronic exchange of signature pages and other documents.
The date upon which the Closing occurs is hereinafter referred to as the “Closing Date.”


 


2.2           Payment
of the Purchase Price. At the Closing, subject to Section 1.1, the Buyer
shall:


 


(a)          pay
by wire transfer of immediately available funds to the account designated in writing by the Company an amount equal to the Cash
Consideration of Seven Hundred Thousand Dollars ($700,000).


 


(b)          [reserved]


 


(c)          satisfy
the indebtedness represented by the Senior Convertible Debt through (i) the payment, on behalf of the Company, of Two Hundred Fifty
Thousand Dollars ($250,000) of the Senior Convertible Debt (by wire transfer of immediately available funds to the accounts designated
in writing by the holders of the Senior Convertible Debt) and (ii) the assumption of the remaining balance of the Senior Convertible
Debt through the issuance to the holders of the Senior Convertible Debt of new secured convertible notes, in the form attached
hereto as Exhibit B (“New Convertible Notes”), in the aggregate principal amount of the sum of $1,406,352
plus accrued but unpaid interest arising on the Senior Convertible Debt from and after the date hereof and through and until the
Closing Date.


 




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(d)         satisfy
the indebtedness represented by the promissory notes payable by the Company to Venture Six Note and Wesley Jones Note with a total
principal balance of $4,127,601.94 as of the date hereof (collectively “Promissory Notes”) in consideration
for the issuance of Buyer Common Stock with a value equal to all outstanding principal and interest of the Promissory Notes, based
on a per share price of the Buyer Common Stock of $7.50.


 


(e)          Buyer
shall be entitled to deduct and withhold from any payments made pursuant to this Section 2.2 all Taxes that Buyer is
required to deduct and withhold under any applicable Legal Requirements; provided, however, that Buyer shall provide at least five
(5) days of advance written notice to the applicable recipient of such payment prior to such withholding and Buyer shall cooperate
with such recipient in order to minimize or eliminate such withholding. All such withheld amounts shall be treated as delivered
to the applicable recipient hereunder to the extent such amounts are paid over to the appropriate taxing authority.


 


2.3           Transactions
to occur prior to, at or concurrently with the Closing.


 


(a)          Prior
to the Closing, the Company shall distribute all of the outstanding membership interests of Edison Nation Medical, LLC to the Existing
Members or an entity designated by the Existing Members.


 


(b)          Concurrently
with the Closing, the Company shall transfer, convey and assign to Allstar Marketing Group, LLC (“AMG”) all
of its right, title and interest in and to the PeticareTM product in consideration for the cancellation and discharge of the
indebtedness of the Company arising from the promissory note of the Company held by AMG (the “AMG Note”), as
provided in the AllStar Agreement.


 


(c)          Immediately
following the Closing, the Company shall use Five Hundred Fifty Thousand Dollars ($550,000) of the Cash Consideration to purchase
the membership interests of Access Innovation, LLC held by the AI Selling Members pursuant to that certain Access Innovation Purchase
Agreement. Following the Company’s purchase of the membership interests of Access Innovation, LLC from the AI Selling Members
pursuant to that certain Access Innovation Purchase Agreement, the Company shall distribute all of the membership interests of
Access Innovation, LLC owned by the Company to the Existing Members or an entity designated by the Existing Members.


 


2.4           Deliveries
by the Company. At or prior to the Closing, the Company shall deliver or cause
to be delivered to the Buyer:


 


(a)          A
certificate from the appropriate officer(s) of the Company certifying (i) the accuracy of the representations and warranties set
forth in Article 3 and the performance of the Company’s and the Existing Member’s covenants and agreements as
of the Closing (ii) the Articles of Organization and operating agreement of the Company and each Acquired Subsidiary, (iii) the
resolutions of the Board of Managers of the Company approving this Agreement and the Ancillary Agreements to which it is a party
and (iv) the resolutions of the members of the Company approving this Agreement and the Ancillary Agreements to which it is a party.


 




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(b)          An
assignment agreement evidencing the assignment, prior to the Closing, of all of the Company’s right, title and interest in
and to the membership interests of Edison Nation Medical, LLC to the Existing Members or an entity designated by the Existing Members.


 


(c)          The
AllStar Agreement, duly executed by the Persons party thereto.


 


(d)          The
Access Innovation Purchase Agreement, duly executed by the Persons party thereto.


 


(e)          Resignations
of the officers and managers, or other similar governing body, as applicable, of the Company and the Acquired Subsidiaries requested
by Buyer at least two (2) days prior to the Closing Date.


 


(f)          A
good standing certificate of the Company and the Acquired Subsidiaries from the North Carolina Secretary of State.


 


(g)          Evidence
confirming the discharge of the Senior Convertible Debt upon receipt of the consideration specified in Section 2.2(c).


 


(h)          Evidencing
confirming the discharge of the indebtedness represented by the Promissory Notes upon receipt of the shares of Buyer Common Stock
specified in Section 2.2(d).


 


(i)          resignations
of the officers and managers, or other similar governing body, as applicable, of the Company and the Acquired Subsidiaries, effective
on or before the Closing Date (other than the resignation of Louis Foreman in his capacity as a manager of the Company);


 


(j)          evidence
satisfactory to the Buyer that Buyer’s designees are the only authorized signatories with respect to the Company’s
various accounts, credit lines, safe deposit boxes or vaults set forth or required to be set forth in Schedule 3.18
hereto; and


 


(k)          such
other instruments and documents as Buyer may reasonably request in order to effectuate the transactions contemplated hereby.


 


2.5           Pre-Closing
Covenants.


 


(a)          From
the date hereof until the earlier to occur of the Closing or the termination of this Agreement, except as otherwise provided in
this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), the Company shall
(i) conduct the business of the Company in the ordinary course of business consistent with past practice; and (ii) use its commercially
reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve
the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers and others having business relationships
with the Company.


 


(b)          From
the date hereof until the earlier to occur of the Closing or the termination of this Agreement, the Company shall (i) afford Buyer
and its representatives full and free access, during normal business hours of the Company and subject to reasonable advance written
notice to the Company, to and the right to inspect all of Properties, assets, premises, books and records, contracts and other
documents and data related to the Company; (ii) furnish Buyer and its representatives with such financial, operating and other
data and information related to the Company (to the extent then in the Company’s possession) as Buyer or any of its representatives
may reasonably request; and (iii) instruct the representatives of the Company to cooperate with Buyer in its investigation of the
Company. Any investigation pursuant to this Section 2.4(b) shall be conducted in such manner as not to interfere unreasonably
with the conduct of the Business. No investigation by Buyer or other information received by Buyer shall operate as a waiver or
otherwise affect any representation, warranty, or agreement given or made by the Company in this Agreement.


 




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(c)          The
holders of a majority of the outstanding shares of Buyer Common Stock have affirmatively voted to approve the transactions contemplated
by this Agreement and any Ancillary Agreement (the “Buyer Shareholder Approval”), and Buyer shall have delivered
to the Company a copy of the written consent evidencing the Buyer Shareholder Approval on or prior to the date of this Agreement.
As promptly as practicable following the date hereof (and in no event more than four (4) days after the date hereof), Buyer shall
prepare and file a preliminary information statement, describing the transactions contemplated herein, on Schedule 14C (such
preliminary information statement, together with the definitive information statement, the “Information Statement”)
with the U.S. Securities and Exchange Commission (the “SEC”) in accordance with Regulation 14C of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Buyer shall use commercially reasonable efforts to cause
the Information Statement to comply with the rules and regulations promulgated by the SEC. Buyer shall provide the Company with
a reasonable opportunity to review and comment on the Information Statement, and any amendments thereto, prior to filing with the
SEC. Buyer will advise the Company promptly after it receives oral or written notice of any request by the SEC for amendments to
the Information Statement or comments thereon and responses thereto or requests by the SEC for additional information, and will
promptly provide the Company with copies of any written communication from the SEC or any state securities commission. Buyer shall
use reasonable best efforts to resolve any SEC comments with respect to the Information Statement and any other required filings
as promptly as practicable after receipt thereof. Buyer will promptly notify the Company if at any time prior to the Closing any
event should occur which is required by applicable law to be set forth in an amendment of, or a supplement to, the Information
Statement. Buyer shall use reasonable best efforts to cause the Information Statement to be distributed to its stockholders in
accordance with Regulation 14C of the Exchange Act as promptly as reasonably practicable after the date on which the Information
Statement is cleared by the SEC.


 


(d)          During
the period between execution of this Agreement and the Closing, Buyer shall maintain its existing listing on The Nasdaq
Capital Market and file or furnish on a timely basis all forms, notices documents and reports required to be filed or furnished
with The Nasdaq Stock Market to promptly secure the listing of all of the Buyer Shares.


 


Article
3- REPRESENTATIONS AND WARRANTIES

OF THE COMPANY AND EXISTING MEMBERS


 


Except as set forth
on the Schedules to this Agreement, the Company and the Existing Members hereby represent and warrant to the Buyer as of the date
hereof and the Closing Date as follows:


 


3.1           Existence
and Qualification.


 


(a)          The
Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of North
Carolina, and the Acquired Subsidiaries and each of the Existing Members that are entities are duly organized, validly existing
and in good standing in their respective jurisdictions of organization. The Company and each Acquired Subsidiary has the requisite
power to own, manage, lease and hold its Properties and to carry on the Business as and where such Properties are presently located
and such Business is presently conducted. Neither the character of the Company’s Properties nor the nature of the Business
requires the Company to be duly qualified to do business as a foreign company in any jurisdiction outside those identified in Schedule
3.1 attached hereto, except where the failure to be so qualified would not, individually or in the aggregate, have a Material
Adverse Effect, and the Company is qualified as a foreign corporation and in good standing in each jurisdiction listed with respect
to the Company in Schedule 3.1.


 




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(b)          If
any Existing Member is an entity, then such Existing Member is (i) duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, and (ii) duly qualified to do business and in good standing in each other jurisdiction
where such qualification is required, except where the failure to be so qualified would not, individually or in the aggregate,
have a Material Adverse Effect.


 


3.2           Authority,
Approval and Enforceability. This Agreement and each Ancillary Agreement to which
the Company or any Existing Member is a party has been duly executed and delivered by the Company or such Existing Member, as
applicable, and the Company and each Existing Member have all requisite power to execute and deliver this Agreement and all Ancillary
Agreements executed and delivered or to be executed and delivered by it in connection with the transactions provided for hereby,
to consummate the transactions contemplated hereby and by the Ancillary Agreements to which it is a party, and to perform its
obligations hereunder and under the Ancillary Agreements to which it is a party. The execution, delivery and performance of this
Agreement and the Ancillary Agreements and the consummation by the Company and the Existing Members of the transactions contemplated
hereby and thereby have been duly and validly authorized and, if applicable, approved by all necessary limited liability company
or corporate action on the part of the Company and the Existing Members (including approval of the Company’s and the Existing
Member’s managers, members and/or managing members, as applicable) and no other proceedings on the part of the Company,
any Acquired Subsidiary, or any Existing Member is necessary to authorize this Agreement or to consummate the transactions contemplated
hereby. This Agreement and each Ancillary Agreement to which the Company or any Existing Member is a party constitutes, or upon
execution and delivery will constitute, the legal, valid and binding obligation of the Company or such Existing Member, enforceable
against it in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable
bankruptcy, insolvency, moratorium or similar laws and judicial decisions from time to time in effect which affect creditors’
rights generally. No action by (including any approval), or in respect of, or filing with, any Governmental Authority is required
for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Company and
each Existing Member of this Agreement and the Ancillary Agreements to which it is a party or (b) consummation of the transactions
contemplated hereby by the Company or each Existing Member.


 


3.3           Capitalization
and Company Records.


 


(a)          As
of the date hereof and immediately prior to the Closing, the Existing Members are the record and beneficial owners of all of the
outstanding equity interests of the Company, and, except as set forth on Schedule 3.3(a), there are no outstanding options,
warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally
or in writing, to purchase or acquire from the Company any equity, membership, ownership, partnership or similar interest in (or
any interest convertible into or exchangeable or exercisable for any equity, membership, ownership, partnership or similar interest
in) the Company. None of the outstanding membership interests of the Company were issued in violation of any preemptive rights.
Except as set forth in the New Company LLC Agreement, there are no outstanding contractual obligations of the Company to repurchase,
redeem or otherwise acquire any membership interests of the Company. There are no voting trusts, inter-member agreements, proxies
or other agreements or understandings in effect with respect to the voting or transfer of any of the membership interests of the
Company.


 




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(b)          The
Preferred Membership Interests and the Common Membership Interests, when issued, sold and delivered in accordance with the terms
and for the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable (other than for obligations
set forth in the New LLC Agreement, if any) and free of restrictions on transfer other than restrictions on transfer under this
Agreement, any Ancillary Agreement (including the New LLC Agreement) and applicable state and federal securities laws. The Common
Membership Interests and the Preferred Membership Interests will be issued in compliance with all applicable federal and state
securities laws. Immediately following the Closing, the Existing Members shall own all of the Preferred Membership Interests and
the Buyer shall own all of the Common Membership Interests, in each case, as provided in the New Company LLC Agreement.


 


(c)          Except
for the Acquired Subsidiaries and the Excluded Subsidiaries, the Company does not own, directly or indirectly, any equity, membership,
ownership, partnership or similar interest in, or any interest convertible into or exchangeable or exercisable for, any equity,
membership, ownership, partnership or similar interest in, any nonprofit corporation, corporation, partnership, limited partnership,
limited liability company, joint venture, trust, other business association, entity or other Person.


 


(d)          All
membership interests or equity interests held by the Company in the Acquired Subsidiaries (i) constitute all of the issued and
outstanding membership interests of the Acquired Subsidiaries, (ii) have been duly authorized, (iii) are validly issued and outstanding,
fully paid and non-assessable, and (iv) have been issued in compliance with all applicable Legal Requirements, including, without
limitation, state and federal securities laws, and there are no voting trusts, proxies or other similar agreements outstanding
with respect to any of such interests in the Acquired Subsidiaries. Except as set forth on Schedule 3.3(d), there are no
outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights)
or agreements, orally or in writing, to purchase or acquire from any Acquired Subsidiary any equity, membership, ownership, partnership
or similar interest in (or any interest convertible into or exchangeable or exercisable for any equity, membership, ownership,
partnership or similar interest in) such Acquired Subsidiary.


 


(e)          The
Company has provided the Buyer with true and complete copies of the Organizational Documents of the Company and all Acquired Subsidiaries.


 


3.4           No
Company or Existing Member Defaults or Consents. Except as otherwise set forth
in Schedule 3.4 hereto, the execution and delivery of this Agreement and the Ancillary Agreements to which the Company
and the Existing Members are a party and the performance by the Company and each Existing Member of their obligations hereunder
and thereunder will not violate any applicable Legal Requirements or any judgment, award or decree or any indenture, Contract
or other instrument to which the Company or the Existing Members are a party, or by which the properties or assets of the Company
or the Existing Members are bound or affected, or conflict with, result in a breach of or constitute (with due notice or lapse
of time or both) a default under, any such indenture, Contract or other instrument, in each case except to the extent that such
violation, default or breach could not reasonably be expected to delay or otherwise significantly impair the ability of the parties
to consummate the transactions contemplated hereby.


 


3.5           No
Company Defaults or Consents. Except as otherwise set forth in Schedule 3.5
hereto, neither the execution and delivery of this Agreement nor the carrying out of any of the transactions contemplated
hereby will:


 


(a)          violate
or conflict with any of the terms, conditions or provisions of the Organizational Documents;


 




    	 	7	 



     


    

 


(b)          violate
any Legal Requirements applicable to the Business;


 


(c)          violate,
conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both),
or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract
or Permit binding upon or applicable to the Business, except for any such violation, conflict, breach, default or acceleration
which would not result in a Material Adverse Effect;


 


(d)          result
in the termination of any Contract of the Business, or require the payment of any fees, Taxes or assessments, in either case, pursuant
to any federal, state or local program or initiative (i) relating to minority-owned or small disadvantaged businesses, or (ii)
based upon some other status of business ownership;


 


(e)          result
in the creation of any Encumbrance on any Properties other than any Encumbrance that result from the Buyer’s acquisition
of the Common Membership Interests; or


 


(f)           require
the Company or the Existing Members to obtain or make any waiver, consent, action, approval or authorization of, or registration,
declaration, notice or filing with, any private non-governmental third-party or any Governmental Authority.


 


3.6           No
Proceedings. Except as otherwise set forth in Schedule 3.6, neither the
Company nor the Existing Members have received written notice or are aware that any suit, action, inquiry or other proceeding
is pending or, to the Knowledge of the Company, threatened before any Governmental Authority seeking to restrain the Company or
the Existing Members or prohibit their entry into this Agreement or prohibit the Closing, or seeking Damages against the Company
or any of its Properties as a result of the consummation of this Agreement.


 


3.7           Employee
Benefit Matters.


 


(a)          Schedule 3.7(a)
hereto provides a description of each of the following, if any, which is sponsored, maintained or contributed to by the Company
or the Acquired Subsidiaries for the benefit of the employees or agents of the Company or the Acquired Subsidiaries with respect
to which the Company has or may have any actual or contingent liability:


 


(i)          each
“employee benefit plan,” as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of
1974, as amended (“ERISA”) (including, but not limited to, employee benefit plans, such as foreign plans, which
are not subject to the provisions of ERISA) (each a “Plan” and collectively referred to herein as “Plans”);
and


 


(ii)         each
personnel policy, employee manual or other written statement of rules or policies concerning employment, collective bargaining
agreement, equity compensation plan, phantom equity plan or arrangement, bonus plan or arrangement, incentive award plan or arrangement,
vacation and sick leave policy, severance pay policy or agreement, change in control plan or arrangement, deferred compensation
plan or arrangement, consulting agreement, employment contract and each other employee benefit plan, agreement, arrangement, program,
practice or understanding, whether written or unwritten, which is not described in Section 3.7(a)(i), including any
compensation arrangement with the Company or its Acquired Subsidiaries, whether relating to the transactions contemplated hereby
or otherwise (each a “Benefit Program or Agreement” and collectively referred to herein as “Benefit
Programs or Agreements”).


 




    	 	8	 



     


    

 


(b)          True,
correct and complete copies of each of the Plans (if any), including all amendments thereto, and related contracts and trusts,
to the extent applicable, have been furnished to the Buyer. There has also been furnished to the Buyer, with respect to each Plan,
the following: (i) copies of the most recent Internal Revenue Service (the “IRS”) determination letter
(including copies of any outstanding requests for determination letters) or opinion letter with respect to each such Plan intended
to qualify under Section 401(a) of the Code; (ii) copies of the most recent summary plan descriptions and any summaries of
material modifications thereto; (iii) copies of the three most recent Forms 5500 annual report and accompanying schedules,
the most recent actuarial report (to the extent applicable) and the non-discrimination testing results for the three most recent
plan years; and (iv) copies of all trust documents or funding/insurance documents related to each Plan. True, correct and complete
copies or descriptions of all Benefit Programs or Agreements have also been furnished to the Buyer.


 


(c)          Except
as otherwise set forth in Schedule 3.7(c) hereto,


 


(i)          For
purposes of this Agreement, “ERISA Affiliates” shall mean any trade or business, whether or not incorporated,
that together with the Company would be deemed to be a “single employer” within the meaning of Section 4001(b)(i)
of ERISA or Section 414 of the Code;


 


(ii)         neither
the Company, the Acquired Subsidiaries nor any ERISA Affiliate contributes to or has an obligation to contribute to, and neither
the Company, the Acquired Subsidiaries nor any ERISA Affiliate has at any time contributed to or had an obligation to contribute
to, and neither the Company, the Acquired Subsidiaries nor any ERISA Affiliate has any actual or contingent liability (including
any withdrawal liability as defined in ERISA Section 4201) under (x) a multiemployer plan within the meaning of Section
3(37) of ERISA or a multiple employer plan within the meaning of Section 413(b) and (c) of the Code, (y) a Plan subject to
Section 412 of the Code or Title IV of ERISA or (z) any Plan in which stock of the Company is or was held as a plan asset;


 


(iii)        each
Plan and Benefit Program or Agreement has been administered in all material respects in compliance with its terms and all applicable
Legal Requirements, including, without limitation, if applicable, ERISA and the Code;


 


(iv)        the
Company and the Acquired Subsidiaries have performed in all material respects all obligations, whether arising under Legal Requirements
or Contract, required to be performed by it in connection with the Plans and the Benefit Programs or Agreements, including, without
limitation, the notice and continuation coverage requirements of Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA,
and, to the Knowledge of the Company, there have been no defaults or violations by any other party to the Plans or Benefit Programs
or Agreements;


 


(v)         all
reports and disclosures relating to the Plans required to be filed with or furnished to Governmental Authorities, Plan participants
or Plan beneficiaries have been filed or furnished, in all material respects, in accordance with applicable Legal Requirements
in a timely manner;


 


(vi)        each
of the Plans that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or may
rely on an opinion letter from the IRS regarding such qualified status and has not, since receipt of the most recent favorable
determination or opinion letter, been amended or operated in a way which could adversely affect such qualified status;


 




    	 	9	 



     


    

 


(vii)       there
are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of the Company, threatened
against, or with respect to, any of the Plans or Benefit Programs or Agreements or their assets;


 


(viii)      all
premiums, contributions or other payments required to be made to the Plans pursuant to their terms and provisions and applicable
Legal Requirements as of the Closing Date have been made timely;


 


(ix)         the
Company and the Acquired Subsidiaries have complied in all material respects with (x) the health care continuation requirements
of Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (y) the requirements of
the Family Medical Leave Act of 1983, as amended, and (z) the requirements of the Health Insurance Portability and Accountability
Act of 1996, as amended, as well as all similar provisions of state law applicable to their respective employees;


 


(x)          to
the Knowledge of the Company, none of the Plans nor any trust created thereunder or with respect thereto has engaged in any “prohibited
transaction” or “party-in-interest transaction” as such terms are defined in Section 4975 of the Code and Section
406 of ERISA which could subject any Plan, the Company, the Acquired Subsidiaries or any officer, director, employee or fiduciary
thereof to a Tax or penalty on prohibited transactions or party-in-interest transactions pursuant to Section 4975 of the Code or
Section 502(i) of ERISA;


 


(xi)         there
is no matter pending (other than routine qualification determination filings) with respect to any of the Plans or Benefit Programs
or Agreements before the IRS, the Department of Labor or the Pension Benefit Guaranty Corp.;


 


(xii)        each
trust funding a Plan, which trust is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code,
has received a favorable determination letter from the IRS regarding such exempt status and has not, since receipt of the most
recent favorable determination letter, been amended or operated in a way which would adversely affect such exempt status;


 


(xiii)       the
Company and the Acquired Subsidiaries do not maintain or contribute to, nor have they maintained or contributed to, nor as a result
of the transactions contemplated by this Agreement will it be required to contribute to, any Plan providing medical, health, or
life insurance or other welfare-type benefits for current or future retired or terminated employees, their spouses or their dependents
(other than in accordance with COBRA or other applicable Legal Requirements);


 


(xiv)      none
of the Plans is a self-insured group health plan;


 


(xv)       each
Plan or Benefit Program or Agreement that is a “nonqualified deferred compensation plan” (as defined under Section
409A(d)(1) of the Code) has been operated and administered at all times in compliance in all material respects with Section 409A
of the Code and the Treasury Regulations promulgated thereunder; and


 


(xvi)      neither
the execution and delivery of this Agreement nor the consummation of any or all of the transactions contemplated hereby will: (A) entitle
any current or former employee of the Company or any Acquired Subsidiary to severance pay, unemployment compensation or any similar
payment, (B) accelerate the time of payment or vesting or increase the amount of any compensation due to any such employee
or former employee, or (C) directly or indirectly result in any payment made to or on behalf of any Person to constitute a
“parachute payment” within the meaning of Section 280G of the Code.


 




    	 	10	 



     


    

 


3.8           Financial
Statements; No Undisclosed Liabilities.


 


(a)          The
Company has delivered to the Buyer true and complete copies of (i) the unaudited Financial Statements with respect to the Business
as of and for the years ended December 31, 2015, 2016 and 2017 (the “Annual Financial Statements”), (ii)
any management letters relating to the Annual Financial Statements received by the Company or any Existing Member from the auditors,
and any other written correspondence addressing any material deficiencies or weaknesses with respect to the Company and/or such
Annual Financial Statements (collectively, the “Management Letters”), and (iii) monthly interim unaudited Financial
Statements as of and for the period (the “Interim Period”) ended April 30, 2018 (the “Balance Sheet
Date”) and as of and for each month ended during the Interim Period (together with the Annual Financial Statements, collectively,
the “Company Financial Statements”). The Company Financial Statements (including the notes thereto, if any)
have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods covered thereby (except for the
omission of footnotes and subject to year-end adjustments). All of the Company Financial Statements present fairly in all material
respects the financial condition, results of operations and cash flows of the Business for the dates or periods indicated thereon
applied on a consistent basis throughout the periods indicated (except for the absence of the footnotes and year-end adjustments).


 


(b)          Except
for (i) the liabilities reflected on the Company’s balance sheet as of the Balance Sheet Date included with the Company
Financial Statements, (ii) trade payables and accrued expenses incurred since the Balance Sheet Date in the ordinary course
of business, none of which are material, (iii) executory contract obligations under (x) Contracts listed in Schedule 3.13(a),
and/or (y) Contracts not required to be listed in Schedule 3.13(a) and (iv) the liabilities set forth in
Schedule 3.8(b) hereto, the Company does not have any liabilities or obligations (whether accrued, absolute, contingent,
known, unknown or otherwise, or required to be reflected or reserved against in a balance sheet) including, but not limited to,
liabilities for violation of Legal Requirements, breach of Contract or tort that would be required by GAAP to be reflected in the
Balance Sheet. Without limiting the generality of the foregoing, since January 1, 2016, the Company and the Existing Members have
not received any written notice with respect to (i) claims existing or to the Knowledge of the Company, threatened under or
pursuant to any warranty, whether express or implied, on the Products or Services, (ii) claims existing as a result of the
sale of any Product or performance of any Service or based on the nature of the Products or Services, or (iii) claims in tort related
to the negligence of the Company and the Acquired Subsidiaries or any employees, representatives or agents thereof.


 


(c)          Since
January 1, 2016, there has not been, to the Knowledge of the Company, any fraud (whether or not material) that involved management
or other employees who have or had a significant role in financial reporting. Except as set forth in the Company Financial Statements
and the Management Letters, with respect to the periods covered thereby there have not been any significant deficiencies in the
financial reporting of the Company which are or were reasonably likely to materially and adversely affect the ability to record,
process, summarize and report financial information.


 


(d)          Except
as otherwise set forth in Schedule 3.8(d) hereto, the accounts receivable reflected on the balance sheet as of the
Balance Sheet Date included in the Company Financial Statements and all of the Company’s accounts receivable arising since
the Balance Sheet Date arose from bona fide transactions in the ordinary course of business and the Company has fully rendered
the Services. Except as otherwise set forth in Schedule 3.8(d) hereto, no such account has been assigned or pledged
to any Person, and, except only to the extent fully reserved against as set forth in the balance sheet as of the Balance Sheet
Date included in the Company Financial Statements, no defense or set-off to any such account has been asserted by the account obligor
or, to the Knowledge of the Company, exists. For the avoidance of doubt, the foregoing representation does not constitute a guaranty
of the collectability of any Accounts Receivable.


 




    	 	11	 



     


    

 


(e)          Except
as provided under the provisions of the agreements described in Schedule 3.8(e) hereto, the Company has legal and beneficial
ownership of its Properties, free and clear of any and all Encumbrances.


 


3.9           Absence
of Certain Changes.


 


(a)          Except
as otherwise set forth in Schedule 3.9(a) hereto and excluding any event or circumstance generally affecting the industries
in which the Business operates without specifically affecting the Business, since the Balance Sheet Date, there has not been:


 


(i)          any
Material Adverse Effect; or


 


(ii)         any
damage, destruction or loss (whether or not covered by insurance) that had or is reasonably likely to have a Material Adverse Effect.


 


(b)          Except
as otherwise set forth in Schedule 3.9(b) hereto or as otherwise contemplated by this Agreement, since the Balance
Sheet Date, the Company and the Acquired Subsidiaries have not done any of the following:


 


(i)          merged
into or with or consolidated with, or acquired the business or assets of, any Person;


 


(ii)         purchased
any securities of any Person;


 


(iii)        created,
incurred, assumed, guaranteed or otherwise become liable or obligated with respect to any indebtedness, or made any loan or advance
to, or any investment in, any Person, except in each case in the ordinary course of business;


 


(iv)        made
or changed any Tax election, changed any annual Tax accounting period, adopted or changed any method of Tax accounting, filed any
amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a Tax
refund, offset or other reduction in Tax liability or consented to any extension or waiver of the limitations period applicable
to any Tax claim or assessment;


 


(v)         entered
into, amended or terminated any material Contract;


 


(vi)        sold,
transferred, leased, mortgaged, encumbered or otherwise disposed of, or agreed to sell, transfer, lease, mortgage, encumber or
otherwise dispose of, any Properties except (A) in the ordinary course of business, or (B) pursuant to any Contract specified
in Schedule 3.13(a);


 


(vii)       settled
any claim or litigation, or filed any motions, orders, briefs or settlement agreements in any proceeding before any Governmental
Authority or any arbitrator;


 


(viii)      incurred
or approved, or entered into any Contract to make, any expenditures in excess of $50,000 (other than those arising in the ordinary
course of business or those required pursuant to any Contract specified in Schedule 3.13(a));


 




    	 	12	 



     


    

 


(ix)         maintained
its books of account other than in the usual, regular and ordinary manner and on a basis consistent with prior periods (including
with respect to accruals) or made any change in any of its accounting methods or practices that would be required to be disclosed
under GAAP (including with respect to accruals);


 


(x)          made
any material change, whether written or oral, to any Contract with any of the suppliers or customers listed or required to be listed
in Schedule 3.19;


 


(xi)         adopted
any Plan or Benefit Program or Agreement, or granted any increase in, or made any change to, the compensation payable or to become
payable to directors, officers or employees other than in the ordinary course of business;


 


(xii)        suffered
any extraordinary losses or waived any rights of material value;


 


(xiii)       made
any payment to any Affiliate (other than with respect to any employment arrangement with any such Affiliate) or forgiven any indebtedness
for borrowed money due or owing from any Affiliate to the Company or the Acquired Subsidiaries;


 


(xiv)      (A) provided
discounts on pricing or receivables other than in the ordinary course, (B) modified the accounting for or funding of reserves or
(C) changed in any material respect the Business’s practices in connection with the marketing, performance or pricing
of its Services;


 


(xv)       engaged
in any one or more activities or transactions with an Affiliate outside the ordinary course of business;


 


(xvi)      declared,
set aside or paid any dividends, or made any distributions or other payments in respect of its equity securities, or repurchased,
redeemed or otherwise acquired any such securities;


 


(xvii)     amended
the Organizational Documents;


 


(xviii)    issued
any shares of capital stock or other securities, or granted, or entered into any agreement to grant, any options, convertible rights,
other rights, warrants, calls or agreements relating to its capital stock or other securities; or


 


(xix)       committed
to do any of the foregoing.


 


3.10         Compliance
with Laws.


 


(a)          Except
as otherwise set forth in Schedule 3.10(a) hereto, the Company and the Acquired Subsidiaries are and, since January
1, 2016, have been in compliance in all material respects with any and all Legal Requirements applicable to the Company and the
Acquired Subsidiaries. Except as otherwise set forth in Schedule 3.10(a) hereto, and without limiting the generality
of the foregoing, (i) since January 1, 2016, the Company and the Acquired Subsidiaries have not received or entered into any
written citations, complaints, consent orders, compliance schedules or other similar enforcement orders or received any written
notice from any Governmental Authority or any other written notice that would indicate that it is not currently in compliance with
all such Legal Requirements, (ii) the Company and the Acquired Subsidiaries are not in default under any Permit applicable to the
Business, and (iii) to the Knowledge of the Company, no formal or informal investigation or review related to the Business
has been conducted since January 1, 2016 or is being conducted by any commission, board or other Governmental Authority, and, to
the Knowledge of the Company, no such investigation or review is scheduled, pending or threatened against the Company or any Acquired
Subsidiary.


 




    	 	13	 



     


    

 


(b)          The
Company and the Acquired Subsidiaries have not received any written notice of them being subject to any, and, to the Knowledge
of the Company, there has been no threatened, adverse inspection, finding of deficiency, finding of non-compliance, investigation,
penalty, fine, sanction, assessment, request for corrective or remedial action or other compliance or enforcement action by any
Governmental Authority affecting the Business.


 


(c)          Except
as identified on Schedule 3.10(c), the Company and the Acquired Subsidiaries have obtained all approvals, registrations
and authorizations from, and has made all appropriate applications and other submissions to, all Government Authorities necessary
for operation of the Business relating to the Products and Services in compliance in all material respects with all applicable
Legal Requirements. To the Knowledge of the Company, no Other Party has failed to obtain all approvals, registrations and authorizations
from, has failed to make all appropriate applications and other submissions to, or has failed to prepare and maintain all records,
studies and other documentation needed to satisfy and demonstrate compliance with the requirements of, all applicable requirements
of the Government Authorities necessary for the operation of the Services or the Business in compliance in all material respects
with all applicable Legal Requirements. As used herein, “Other Party” means any Person employed or retained
by the Company to sale or market any of the Services, excluding, for the avoidance of doubt, any Persons involved in a co-marketing
or similar relationship with the Company.


 


(d)          The
Company and the Acquired Subsidiaries have not made and, to the Knowledge of the Company, no Other Party has made any false statement
in, or omission from, the applications, approvals, reports or other submissions to any Governmental Authorities to comply with
the requirements of any Governmental Authorities relating to the Products or Services or the Business.


 


(e)          [reserved]


 


(f)          The
Company and the Acquired Subsidiaries are, and to the Knowledge of the Company, all Other Parties are in compliance, in all material
respects, with all applicable regulations and requirements of Governmental Authorities relating to the Products or Services, including
any requirements for investigating customer complaints and inquiries.


 


(g)          To
the Knowledge of the Company, none of the Products or Services, (i) fail to comply in all material respects with the requirements
of all Governmental Authorities, or (ii) were handled by the Company not in conformity with the requirements of all Governmental
Authorities.


 


(h)          Neither
the Company, the Acquired Subsidiaries nor, to the Knowledge of the Company, any of the Other Parties, have sold any Products or
Services into any jurisdictions without first having obtained all requisite approvals, registrations and permissions from all applicable
Governmental Authorities. There are no pending or outstanding: (1) warning letters or other regulatory letters or sanctions or
(2) field notifications or alerts relating to the Products or Services or the Business that assert ongoing lack of compliance with
any such Legal Requirements by the Company or the Acquired Subsidiaries.


 


(i)           Except
as set forth on Schedule 3.10(i), the Company has furnished to the Buyer correct and complete copies, or summaries of, all
adverse event reports since January 1, 2016, which reports, among other things, detail material customer complaints or mistakes
made by the Company relating to the Products and Services.


 




    	 	14	 



     


    

 


3.11         Litigation.
Except as otherwise set forth in Schedule 3.11 hereto, there are no claims, actions, suits, investigations, inquiries
or proceedings against the Company or any of the Acquired Subsidiaries pending or, to the Knowledge of the Company, threatened
in any court or before or by any Governmental Authority, or before any arbitrator. Schedule 3.11 hereto also includes
a true and correct listing of all material actions, suits, investigations, claims or proceedings that were pending, settled or
adjudicated with respect to the Company and the Acquired Subsidiaries since January 1, 2016.


 


3.12         Real
Property.


 


(a)          Other
than as identified in Schedule 3.12 hereto, neither the Company nor any Acquired Subsidiary owns (or has never owned) any
real property or any ownership interest therein.


 


(b)          Schedule
3.12 sets forth a list of all leases, licenses or similar agreements to which the Company or any Acquired Subsidiary is a party
that are for the use or occupancy of real estate owned by a third-party (“Leases”) (true and complete copies
of which have previously been furnished to the Buyer, together with all related documents, e.g., non-disturbance agreements, lease
amendments or modifications, notices of renewal or non-renewal, expansion options, purchase options, etc.), in each case, setting
forth: (i) the lessor and lessee thereof, (ii) the date of the Lease, and (iii) the street address or legal description of
each property covered thereby (the parcels of real property identified on Schedule 3.12 which are referred to herein collectively
as the “Leased Premises”). The Leases are in full force and effect and have not been amended except as disclosed
in Schedule 3.12, and none of the Company or any Acquired Subsidiary, or to the Knowledge of the Company, the Lessor is
in default or material breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice
or both would cause a material breach of or material default by the Company or any Acquired Subsidiary under any Lease. Except
as set forth on Schedule 3.12, the Company or the Acquired Subsidiaries, as applicable, has a valid leasehold interest in
the Leased Premises as indicated on Schedule 3.12.


 


(c)          The
portions of the buildings located on the Leased Premises that are used in the Business are in good repair and condition, normal
wear and tear excepted, and are in the aggregate sufficient to satisfy the Company’s and the Acquired Subsidiaries’
current business activities as conducted thereon and, to the Knowledge of the Company, there is no latent material defect in the
improvements on any of the Leased Premises, the structural elements thereof, the mechanical systems (including, without limitation,
all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing
such Leased Premises and the roofs which have not been disclosed to the Buyer in writing prior to the date hereof. Each of the
Leased Premises, has direct access to public roads or access to public roads by means of a perpetual access easement, such access
being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted
at such Leased Premises. None of the Company, the Acquired Subsidiaries nor any of their Affiliates have received written notice
of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of the Leased Premises or any access
thereto, and, to the Knowledge of the Company, no such proceedings are contemplated, (y) any special assessment or pending improvement
liens to be made by any Governmental Authority which could materially and adversely affect any of the Leased Premises, or (z) any
violations of building codes and/or zoning ordinances or other governmental regulations with respect to any of the Leased Premises.


 


3.13         Material
Contracts.


 


(a)          Except
as otherwise set forth in Schedule 3.13(a) and Schedule 3.19 hereto, the Company and the Acquired Subsidiaries
are not a party to or bound by any written Contracts of the following types:


 




    	 	15	 



     


    

 


(i)          any
Contract that provides any customer with discounted pricing or the potential right to any such discounts in the future other than
in the ordinary course of business;


 


(ii)         any
Contract for capital expenditures by the Business in excess of $20,000 in the aggregate;


 


(iii)        any
Contract pursuant to which the Company or any Acquired Subsidiary licenses or leases from any other Person, any material Properties
any Contract (other than customer Contracts) pursuant to which the Company or any Subsidiary licenses or leases any material Properties
to any other Person;


 


(iv)        any
Contract relating to (A) the borrowing of money, (B) the guarantee of any payment obligation, (C) the deferred payment of the purchase
price of any Properties or (D) any bonding or surety agreement or arrangement;


 


(v)         any
shareholder, partnership, joint venture, limited liability company operating or similar entity governance Contract;


 


(vi)        any
Contract with any Affiliate of the Company or the Acquired Subsidiaries relating to the provision of funds, real property, goods
or services by or to the Company or any Acquired Subsidiary;


 


(vii)       any
Contract for the sale of any assets outside the ordinary course of business that in the aggregate have a net book value on the
Company’s or an Acquired Subsidiary’s, as applicable, books of greater than $20,000;


 


(viii)      any
Contract that purports to limit the Company’s or any Acquired Subsidiary’s freedom to compete freely in any line of
business or in any geographic area;


 


(ix)         any
preferential purchase right, right of first refusal or similar Contract; or


 


(x)          any
other Contract that is material to the Company’s or any Acquired Subsidiary’s business, operations, prospects, Properties,
financial condition or cash flows, taken as a whole.


 


(b)          All
of the Contracts listed or required to be listed in Schedule 3.13(a) are valid, binding and in full force and effect
with respect to the Company or the Acquired Subsidiaries, as applicable, and, to the Knowledge of the Company, each counter-party
thereto, and neither the Company nor any Acquired Subsidiary has been notified or advised in writing by any party thereto of such
party’s intention or desire to terminate any such Contract in any respect, except as otherwise set forth in Schedule 3.13(a).
Neither the Company, the Acquired Subsidiaries nor, to the Knowledge of the Company, any other party is in breach of any of the
material terms or covenants of any Contract listed or required to be listed in Schedule 3.13(a). Except as set forth
on Schedule 3.13(b), immediately following the Closing, the Company and the Acquired Subsidiaries, as applicable, will
continue to be entitled to all of the benefits currently held by them under each Contract listed or required to be listed in Schedule 3.13(a).
The Company has made available to the Buyer true and correct copies of each of the Contracts listed on Schedule 3.13(a),
including all amendments thereto.  To the extent any such Contract has not been executed by all parties thereto, the Company
or any Acquired Subsidiary, as applicable, and, to the Knowledge of the Company, the counterparty thereto is operating in accordance
with the material terms of the form of such Contract that has been made available to the Buyer.


 




    	 	16	 



     


    

 


3.14         Insurance.
Schedule 3.14 hereto sets forth a complete and correct list of all insurance policies (including, but not limited
to, fire, liability, product liability, workers’ compensation and vehicular) presently in effect that relate to the Company,
an Acquired Subsidiary or any of its Properties, including the annual premiums with respect thereto. Such policies are in amounts
that constitute compliance by the Company and the Acquired Subsidiaries with all applicable Legal Requirements and all material
Contracts. None of the insurance carriers has indicated to the Company or any Acquired Subsidiary in writing an intention to cancel
any such policies or to materially increase any insurance premiums (including, but not limited to, workers’ compensation
premiums), or that any insurance required to be listed in Schedule 3.14 will not be available in the future on substantially
the same terms as currently in effect. The Company and the Acquired Subsidiaries have no claim pending or anticipated against
any of its insurance carriers for failure to pay claims under any of such policies and, to the Knowledge of the Company, there
has been no actual or alleged occurrence of any kind which could reasonably be expected to give rise to any such claim.


 


3.15         Intellectual
Property.


 


(a)          Definitions:


 


(i)          “Intellectual
Property” means any or all of the following and all rights in, arising out of, or associated therewith (including all
applications or rights to apply for any of the following, and all registrations, renewals, extensions, future equivalents, and
restorations thereof, now or hereafter in force and effect): (A) all United States, international, and foreign: (1) patents,
utility models, and applications therefor, and all reissues, divisions, re-examinations, provisionals, continuations and continuations-in-part
thereof, and equivalent or similar rights anywhere in the world in inventions, discoveries, and designs, including invention disclosures;
(2) all Trade Secrets and other rights in know-how and confidential or proprietary information; (3) all mask works and copyrights,
and all other rights corresponding thereto (including moral rights), throughout the world; (4) all rights in World Wide Web addresses
and domain names and applications and registrations therefor, and contract rights therein; (5) all trade names, logos, trademarks
and service marks, trade dress and all goodwill associated therewith throughout the world; (6) rights of publicity and personality;
and (7) any similar, corresponding, or equivalent rights to any of the foregoing in items (1) through (6) above, anywhere in the
world (items (1) through (7) collectively, “Intellectual Property Rights”); and (B) any and all of the following:
computer software and code, including software and firmware listings, assemblers, applets, applications, websites, content (including
text, pictures, sounds, music, and video), compilers, source code (whether in a format to be compiled, interpreted, or otherwise),
object code, net lists, design tools, user interfaces, application programming interfaces, protocols, formats, documentation, annotations,
comments, data, data structures, databases, data collections, system build software and instructions, design documents, schematics,
diagrams, product specifications, know-how, show-how, techniques, algorithms, routines, works of authorship, processes, prototypes,
test methodologies, supplier and customer lists, materials that document design or design processes, or that document research
or testing (including design, processes, and results); and any other tangible embodiments of any of the foregoing or of Intellectual
Property Rights (“Technology”).


 


(ii)         “Company
Owned Intellectual Property” means all Intellectual Property owned by the Company or any Acquired Subsidiary.


 


(iii)        “Company
Licensed Intellectual Property” means all Intellectual Property owned by third Persons and licensed to the Company or
any Acquired Subsidiary. Unless otherwise noted, all references to “Company Intellectual Property” refer to
both Company Owned Intellectual Property and Company Licensed Intellectual Property.


 




    	 	17	 



     


    

 


(b)          Schedule
3.15(b) lists the following:


 


(i)          all
of the Company’s and the Acquired Subsidiaries’ registrations and applications for registration for Company Owned Intellectual
Property;


 


(ii)         all
licenses, sublicenses, reseller, distribution, and other agreements or arrangements in accordance with which any other Person is
authorized by the Company or any Acquired Subsidiary to have access to, resell, distribute, or use Company Owned Intellectual Property
or to exercise any other right with regard thereto, in each case, other than customer contracts entered into in the ordinary course
of business;


 


(iii)        all
licenses and other agreements under which the Company or any Acquired Subsidiary has been granted a license or any other right
to any Company Licensed Intellectual Property (other than license agreements for standard “shrink wrapped,” “click
through,” or other form licensed based “off-the-shelf” third-party Intellectual Property that is otherwise commercially
available) where such Company Licensed Intellectual Property is a part of, offered in conjunction with, or used by Company or any
Acquired Subsidiary in connection with the development, support, or maintenance of the Products, Services, Technology, or Services
(“In-Licenses”);


 


(iv)        any
obligations of exclusivity, covenants not to sue, noncompetition or nonsolicitation obligations, rights of first refusal, rights
of parity of treatment, grants of most favored nation status, or rights of first negotiation to which Company or any Acquired Subsidiary
is subject and that relate to and/or restrict any Company Intellectual Property or the Products, Business or services that are
provided using Company Intellectual Property; and


 


(v)         any
grants by the Company or any Acquired Subsidiary of exclusivity (including license rights granted by Company or any Acquired Subsidiary
to any third-party in Company Owned Intellectual Property or other exclusivity grants), covenants not to sue, noncompetition or
non-solicitation obligations, rights of first refusal, rights of parity of treatment, grants of most favored nation status, or
rights of first negotiation to which the Company or any Acquired Subsidiary is subject and that relate to and/or restrict any Company
Intellectual Property.


 


(c)          Except
as set forth on Schedule 3.15(c), the Company owns free and clear of Encumbrances and/or any requirement of any past, present,
or future royalty payments, all rights in all Company Owned Intellectual Property.


 


(d)          The
Company and the Acquired Subsidiaries are not in material violation of any license, sublicense, or other agreement relating to
Company Intellectual Property, including any In-License.


 


(e)          To
the Company’s Knowledge, neither the (i) use, reproduction, modification, distribution, licensing, sublicensing, sale, offering
for sale, or import, of Company Owned Intellectual Property nor (ii) the operation of the Business, including the provision of
Products or Services infringes any Intellectual Property Rights, or any other intellectual property, proprietary, or personal right,
of any Person, or constitutes unfair competition or unfair trade practice under the laws of the applicable jurisdiction. To the
Knowledge of the Company, there is no unauthorized use, infringement, or misappropriation of any of the Company Intellectual Property
by any third-party, employee, or former employee.


 




    	 	18	 



     


    

 


(f)           Except
as set forth on Schedule 3.15(f), the Company or any Acquired Subsidiary has not received written notice of any claims,
(i) challenging the validity, effectiveness or ownership by the Company or any Acquired Subsidiary of any Company Owned Intellectual
Property, or (ii) that any of clauses (i) or (ii) in Section 3.15(e) above infringes, or will infringe on, any third-party
Intellectual Property Right or constitutes unfair competition or unfair trade practices under the laws of the applicable jurisdiction.


 


(g)          No
parties other than Company or any Acquired Subsidiary possess any current or contingent rights of any kind to any source code included
in Company Owned Intellectual Property, nor has the Company or any Acquired Subsidiary granted any current or contingent rights
of any kind to any source code that is part of any Company Licensed Intellectual Property.


 


(h)          Schedule
3.15(h) lists all current Independent Contractors (excluding every day inventors who assign Intellectual Property Rights to
the Company or its Subsidiaries in the ordinary course of the Business) and current employees who have created any material portion
of Company Owned Intellectual Property other than employees of Company who meet all of the following requirements: (i) their work
in any Product, Technology, or Service was created by them entirely within the scope of their engagement or employment by the Company
or an Acquired Subsidiary, (ii) their copyrightable work product in any Product, Technology, or Service is owned by the Company
or an Acquired Subsidiary, and (iii) any inventions of such Persons that are included or implemented in any Company Product, Technology,
or Service have been validly assigned to the Company or an Acquired Subsidiary.


 


(i)           Except
as set forth on Schedule 3.15(i), the Company and the Acquired Subsidiaries have secured from all current and former employees,
consultants, and contractors of the Company and the Acquired Subsidiaries who have created any material portion of any Company
Owned Intellectual Property or Product, Technology, or Service, valid and enforceable written assignments or licenses to Company
or any Acquired Subsidiary of any such employees’, consultants’ and contractors’ contribution or rights therein
and Company has provided true and complete copies of all such assignments or licenses to the Buyer.


 


(j)          The
Company and the Acquired Subsidiaries have taken commercially reasonable steps to protect rights in Confidential Information (both
of the Company and that of third-Persons that the Company or any Acquired Subsidiary has received under an obligation of confidentiality).


 


(k)          The
Company and the Acquired Subsidiaries are in compliance in all material respects with all applicable laws, rules, regulations,
and their contractual obligations governing the collection, interception, storage, receipt, purchase, sale, transfer and use (“Collection
and Use”) of personal, consumer, or customer information, including name, address, telephone number, electronic mail
address, social security number, bank account number or credit card numbers (collectively, “Customer Information”).
The Company’s and the Acquired Subsidiaries’ Collection and Use of such Customer Information are in accordance in all
material respects with the Company’s privacy policy (or applicable terms of use) as published on its website or any other
privacy policies (or applicable terms of use) presented to consumers or customers (actual or potential) and to which the Company
is bound or otherwise subject and any contractual obligations of the Company to its customers regarding privacy. The Company and
the Acquired Subsidiaries do not use, collect, or receive, in connection with the provision of its Products or Services, social
security numbers or credit card numbers other than (i) social security numbers of its employees collected in connection with
employment and (ii) social security numbers and credit card numbers of certain of its customers.


 




    	 	19	 



     


    

 


(l)          Schedule
3.15(l) identifies all licenses entered into by the Company or any Acquired Subsidiary with regard to any third-party source
code.


 


(m)         No
Company or Acquired Subsidiary software product or service is governed by an Excluded License. “Excluded License”
means any license that requires, as a condition of modification or distribution of software subject to the Excluded License, that
(i) such software and other software combined or distributed with such software be disclosed or distributed in source code form,
or (ii) such software and other software combined or distributed with such software and any associated intellectual property be
licensed on a royalty free basis (including for the purpose of making additional copies or derivative works).


 


(n)          The
Company and the Acquired Subsidiaries have not distributed or published to any third-party any of the Company’s software
or software used in any Product, Technology, or Service that is governed by an Excluded License.


 


(o)          The
Company and the Acquired Subsidiaries have not incorporated into any of their software or software used in any Technology, or Service
any code, modules, utilities, or libraries that are covered in whole or in part by a license that triggers the discontinuance of
some or all license rights if certain patent enforcement suits are brought by the Company or any Acquired Subsidiary.


 


(p)          The
Company and the Acquired Subsidiaries have not incorporated into any of its software or software used in any Technology, or Service
any code, modules, utilities, or libraries that are covered in whole or in part by a license that requires that Company give attribution
for its use of such code, modules, utilities, or libraries.


 


(q)          Neither
the Company nor any Acquired Subsidiary is a member of any standards-setting organization.


 


(r)          Neither
the Company nor any Acquired Subsidiary has participated in any standards-setting activities that would affect the proprietary
nature of any Company Intellectual Property or restrict the ability of the Company to enforce, license or exclude others from using
or licensing any Company Intellectual Property.


 


(s)          Except
as set forth on Schedule 3.15(s), neither the Company nor any Acquired Subsidiary is subject to, and the transactions contemplated
by this Agreement will not give rise to, any obligations of exclusivity (including exclusive license rights granted by the Company
or any Acquired Subsidiary to any third-party in Company Intellectual Property or other exclusivity grants), covenants not to sue,
noncompetition or non-solicitation obligations, rights of first refusal, rights of parity of treatment, most favored nation status,
rights of first negotiation, or other similar material restrictions on the operation of the Business.


 


(t)          The
transactions contemplated by this Agreement will not give rise to or cause under any agreements relating to Company Intellectual
Property, (i) a right of termination under, or a breach of, any such agreement, or any loss or change in the rights or obligations
of the Company under any such agreement, (ii) an obligation to pay any royalties or other amounts to any third Person in excess
of those that Company or any Acquired Subsidiary is otherwise obligated to pay absent Closing, or (iii) any other change in the
rights or obligations or any other party to such agreement specifically with regard to payment, services, assignment, termination,
or Company Intellectual Property.


 




    	 	20	 



     


    

 


(u)          Except
as set forth on Schedule 3.15(u), the Company or any Acquired Subsidiary is not under any contractual obligation, (i) to
include any Company Licensed Intellectual Property in any Product, Technology, or Service, or (ii) to obtain a third-party’s
approval of any Product, Technology, or Service at any stage in the development, licensing, distribution, or sale of that Product,
Technology, or Service.


 


(v)          [reserved]


 


(w)          The
Company or any Acquired Subsidiary has not exported or re-exported its Products, Services, or Technology, directly or indirectly,
in violation of law either to: (i) any countries that are subject to U.S., Canadian, or European Union export restrictions or export
restrictions of any other jurisdiction in which the Business operates or is otherwise subject; or (ii) any end-user who Company
or any Acquired Subsidiary knows or has reason to know will utilize them in the design, development, or production of nuclear,
chemical, or biological weapons; and the Company and the Acquired Subsidiaries have complied with all end-user, end-use, and destination
restrictions issued by the U.S. and any other jurisdiction to which the Business operates or is subject.


 


(x)          No
Person (including the Company or any Acquired Subsidiary but excluding the Buyer), (i) is authorized to license, sublicense, resell,
or otherwise distribute any Company Owned Intellectual Property either for itself or on behalf of Company or any Acquired Subsidiary,
or (ii) has any obligation to distribute any Company Owned Intellectual Property on behalf of Company or any Acquired Subsidiary,
including bug fixes, or updates.


 


3.16         Equipment
and Other Tangible Property.


 


(a)          The
Company and each Acquired Subsidiary has good and marketable title to, or, in the case of property held under a lease or other
contractual obligation, a valid leasehold interest in, or right to use and otherwise commercially exploit, all of the Properties,
rights, and assets, whether real or personal property and whether tangible or intangible, that are owned or purported to be owned
by the Company or such Acquired Subsidiary. This Section 3.16(a) does not apply to Intellectual Property which is governed
solely by Section 3.15.


 


(b)          Except
as otherwise set forth in Schedule 3.16 hereto, the Company’s equipment, furniture, machinery, vehicles, structures,
fixtures and other tangible property included in its Properties (the “Tangible Company Properties”), are suitable
for the purposes for which they are intended and in good operating condition and repair, except for ordinary wear and tear, and
except for such Tangible Company Properties as shall have been taken out of service on a temporary basis for repairs or replacement
consistent with the Company’s prior practices.


 


3.17         Permits;
Environmental Matters.


 


(a)          Except
as otherwise set forth in Schedule 3.17(a) hereto, the Company and the Acquired Subsidiaries have all material Permits
necessary for the Company and the Acquired Subsidiaries to own, operate, use and/or maintain their Properties and to conduct their
Business and operations as presently conducted. Except as otherwise set forth in Schedule 3.17(a) hereto, all such
material Permits are in effect, no proceeding is pending or, to the Knowledge of the Company, threatened to modify, suspend or
revoke, withdraw, terminate or otherwise limit any such Permits, and no administrative or governmental actions have been taken
or, to the Knowledge of the Company, threatened in connection with the expiration or renewal of such material Permits which could
adversely affect the ability of the Company or any Acquired Subsidiary to own, operate, use or maintain any of their Properties
or to conduct their business and operations as presently conducted. Except as otherwise set forth in Schedule 3.17(a)
hereto, the Company and the Acquired Subsidiaries are in compliance in all material respects with such material Permits.


 




    	 	21	 



     


    

 


(b)          To
the Knowledge of the Company, there are no claims, liabilities, causes of action, inquiries, studies, notices, investigations,
litigation, administrative proceedings, whether pending or threatened, or judgments or orders relating to any Hazardous Materials
(collectively called “Environmental Claims”) asserted or threatened against the Company or any Acquired Subsidiary
or relating to any real property currently or formerly owned, leased or otherwise used by the Company or any Acquired Subsidiary.
Neither the Company or any Acquired Subsidiary nor, to the Knowledge of the Company, any current owner, lessee or operator of such
real property nor, to the Knowledge of the Company, any prior owner, lessee or operator of such real property, has caused or permitted
any Hazardous Material to be used, generated, reclaimed, transported, released, treated, stored or disposed of on such real property
in a manner which could reasonably be expected to form the basis for an Environmental Claim against the Company or the Buyer. The
Company and the Acquired Subsidiaries have not assumed any liability of any Person for cleanup, compliance or required capital
expenditures in connection with any Environmental Claim.


 


(c)          Except
as set forth on Schedule 3.17(c), the Company and the Acquired Subsidiaries have been since January 1, 2015 and are currently
in compliance in all material respects with all applicable Environmental Laws, including obtaining and maintaining in effect all
Permits required by applicable Environmental Laws.


 


3.18         Banks.
Schedule 3.18 hereto sets forth (a) the name of each bank, trust company or other financial institution and stock
or other broker with which the Company or any Acquired Subsidiary has an account, credit line or safe deposit box or vault; (b) the
names of all persons authorized to draw thereon or to have access to any safe deposit box or vault; (c) the purpose of each
such account, safe deposit box or vault; and (d) the names of all persons authorized by proxies, powers of attorney or other
like instrument to act on behalf of the Company or the Acquired Subsidiaries with respect to the accounts, credit lines, safe
deposit boxes and vaults. Except as otherwise set forth in Schedule 3.18 hereto, no such proxies, powers of attorney
or other like instruments are irrevocable.


 


3.19         Customers.
Schedule 3.19 sets forth a list of (a) the ten (10) largest customers of the Business (measured by aggregate billings for
the fiscal year ended December 31, 2017), and (b) the ten (10) largest suppliers of materials, products or services to the
Business (measured by the aggregate amount purchased for the Business for the fiscal year ended December 31, 2017). Except
as otherwise set forth in Schedule 3.19 hereto, no such party has canceled, terminated or made any written threat
to the Company to cancel or otherwise terminate its relationship with the Company or any Acquired Subsidiary or to materially
change the quantity, pricing or other terms applicable to its sale of products or services to the Company or any Acquired Subsidiary
or its direct or indirect purchase of Products or Services from the Company or any Acquired Subsidiary. The Company and the Acquired
Subsidiaries are not qualified or registered under, and since January 1, 2015, have not been qualified or registered under, any
federal, state or local program or initiative (i) relating to minority-owned or small disadvantaged businesses or (ii) based upon
some other status of business ownership, and has not received from any Governmental Authority any special, preferential or advantageous
treatment in connection with any such program or initiative. Since January 1, 2015, the Company and the Acquired Subsidiaries
have not provided any Product or Service to any Person, and is under no obligation to provide any Product or Service to any Person,
in connection with or pursuant to any federal, state or local program or initiative (i) relating to minority-owned or small disadvantaged
businesses or (ii) based upon some other status of business ownership.


 




    	 	22	 



     


    

 


3.20         Absence
of Certain Business Practices. None of the Existing Members, the Company or any
Acquired Subsidiary nor any other agent of the Company or any Acquired Subsidiary, or, to the Knowledge of the Company, any other
Person acting on behalf of or associated with the Company, acting alone or together, has (other than as reimbursement or payment
for the Services in the ordinary course of business consistent with past practice) (a) received, directly or indirectly,
any rebates, payments, commissions, promotional allowances or any other economic benefits, regardless of their nature or type,
from any customer, supplier, employee or agent of any customer or supplier; or (b) directly or indirectly given or agreed
to give any illegal money, gift or similar benefit to any customer, supplier, employee or agent of any customer or supplier, any
official or employee of any government (domestic or foreign), or any political party or candidate for office (domestic or foreign),
or other Person who was, is or may be in a position to help or hinder the Business (or assist the Company or any Acquired Subsidiary
in connection with any actual or proposed transaction), in each case which (i) reasonably could be expected to subject the
Company or any Acquired Subsidiary to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii) if
not given in the past, may have had an adverse effect on the assets, business, operations or prospects of the Company, taken as
a whole, or (iii) if not continued in the future, may have a Material Adverse Effect. Further, the Company and the Acquired
Subsidiaries are not Affiliates of an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 


3.21         Products,
Services and Authorizations.


 


(a)          To
the Knowledge of the Company, since January 1, 2016, no Product sold or Service rendered by the Company has been sold or rendered
other than in accordance in all material respects with the provisions of all applicable Legal Requirements, policies, guidelines
and any other requirements and regulations of all Governmental Authorities.


 


(b)          Schedule 3.21(b)
sets forth (i) a list of all Products and Services which at any time since January 1, 2016, have been withdrawn or suspended
by the Company or any Acquired Subsidiary, as a result of any governmental or regulatory action, proceeding or order binding on
the Company or the Business; (i) a brief description of all completed or pending governmental or regulatory proceedings seeking
the withdrawal or suspension of any Product or Service; and (ii) a list of all regulatory letters received by the Company
or any Acquired Subsidiary or the Existing Members or any of their agents relating to the Company or any Acquired Subsidiary or
any of the Products or Services.


 


(c)          To
the Knowledge of the Company, there is no basis for withdrawal or suspension of any Product registration, Product license or other
license, approval or consent of any Governmental Authority with respect to the Company or any Acquired Sub or any of the Products.


 


(d)          The
Company and the Acquired Subsidiaries have not and, to the Knowledge of the Company, their respective employees, representatives
or agents, and, to the Knowledge of the Company, the Other Parties, have not, made any marketing or advertising claims, statements
or representations that any such Person knows or has reason to believe is or was false.


 




    	 	23	 



     


    

 


3.22         Labor.
Except as disclosed in Schedule 3.22 hereto:


 


(a)          The
Company and the Acquired Subsidiaries: (i) are in compliance in all material respects with applicable Legal Requirements with
respect to employment, employment practices, terms and conditions of employment and wages and hours, in each case with respect
to its employees; (ii) has withheld and reported all amounts required by Legal Requirements or by Contract to be withheld
and reported with respect to wages, salaries and other payments to its employees; (iii) is not liable for any arrears of wages
or any Taxes or any penalty for failure to comply with the Legal Requirements applicable to the foregoing; (iv) is not liable
for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect
to unemployment compensation benefits, social security or other benefits or obligations for its employees (other than routine payments
to be made in the normal course of business and consistent with past practice); and (v) has no leased employees.


 


(b)          To
the Knowledge of the Company, the Company and the Acquired Subsidiaries are employing only individuals who are lawfully permitted
to work in the United States and the Company and the Acquired Subsidiaries are in compliance with all applicable laws and regulations
of the United States regarding immigration and/or employment of non-citizen workers. The Company and the Acquired Subsidiaries
have not been notified in writing of any pending or threatened investigation by any branch or department of U.S. Immigration and
Customs Enforcement (“ICE”), or other federal agency charged with administration and enforcement of federal
immigration laws concerning the Company or any Acquired Subsidiary, and the Company or any Acquired Subsidiary has never received
any “no match” notices from ICE, the Social Security Administration or the IRS within the previous 24 months of the
Effective Date.


 


(c)          Schedule
3.22(c) hereto contains a true and complete listing, including location, of each individual paid by the Company or any Acquired
Subsidiary as an independent contractor rather than an employee, total compensation for services in excess of Twenty Thousand Dollars
($20,000) during the period from January 1, 2017 through the date hereof (“Independent Contractors”). The Company
and the Acquired Subsidiaries have completed IRS Form SS-8 with respect to any Independent Contractor and no Independent Contractor
has completed IRS Form SS-8 with respect to the Company or any Acquired Subsidiary. Except as set forth in Schedule 3.22(c),
no current employee of the Company or any Acquired Subsidiary was treated at any time in the past as an Independent Contractor
of the Company or any Acquired Subsidiary. Except as set forth on Schedule 3.22(c), no current Independent Contractor
has canceled, terminated or made any written threat to the Company to cancel or otherwise terminate his, her or its relationship
with the Company or any Acquired Subsidiary, or to materially change the pricing or other terms applicable to his, her or its sale
or provision of services to the Company or any Acquired Subsidiary, or materially reduce his, her or its business relationship
with the Company or any Acquired Subsidiary other than in accordance with the Contract, if any, by which such Independent Contractor
is engaged by the Company or any Acquired Subsidiary.


 


(d)          To
the Knowledge of the Company, the Company and the Acquired Subsidiaries have properly classified, for all times prior to the date
hereof, Independent Contractors and employees, and has paid all Taxes required to be paid related to said Independent Contractors
and employees.


 


(e)          Since
January 1, 2016, there have not been any, (i) work stoppages, labor disputes or other material controversies between the Company
and its employees, (ii) labor union grievances or, to the Knowledge of the Company, organizational efforts, or (iii) unfair
labor practice or labor arbitration proceedings pending or, to the Knowledge of the Company, threatened.


 


(f)          Schedule
3.22(f) hereto sets forth by number and employment classification the approximate number of employees employed by the Company
or any Acquired Subsidiary in each classification as of the date hereof, and, except as set forth therein, none of the Company’s
employees are subject to union or collective bargaining agreements with the Company.


 




    	 	24	 



     


    

 


3.23         Transactions
With Affiliates. Except as otherwise set forth in Schedule 3.23 hereto
and except for normal advances to employees consistent with past practices, payment of compensation for employment to employees
consistent with past practices, and participation in scheduled Plans or Benefit Programs or Agreements by employees, the Company
and the Acquired Subsidiaries have not purchased, acquired or leased any property or services from, or sold, transferred or leased
any property or services to, or loaned or advanced any money to, or borrowed any money from, or entered into or been subject to
any management, consulting or similar agreement with, or engaged in any other transaction with any Existing Member or any other
officer, director or shareholder of the Company or any of their respective Affiliates. Except as otherwise set forth in Schedule 3.23
hereto, none of the Existing Members or any other Affiliate of the Company is directly or indirectly indebted to the Company
or any Acquired Subsidiary for money borrowed or other loans or advances, and neither the Company nor any Acquired Subsidiary
is directly or indirectly indebted to any such Person.


 


3.24         Brokers
or Finders’ Fees. Except as otherwise set forth in Schedule 3.24
hereto, all negotiations relating to this Agreement and the transactions contemplated hereby have been carried out without
the intervention of any Person acting on behalf of the Company, any Acquired Subsidiary or the Existing Members in such a manner
as to give rise to any valid claim against the Buyer for any brokerage fee, finder’s fee or similar compensation.


 


3.25         Management
Continuity. To the Knowledge of the Company, none of the officers of the Company
or any Acquired Subsidiary have any current intention, plan or desire to terminate their respective employment or professional
service agreements with the Company or any Acquired Subsidiary or to cease performing their respective duties as employees of
the Company or any Acquired Subsidiary providing services to the Company or any Acquired Subsidiary.


 


3.26         Taxes.


 


(a)          The
Company and the Acquired Subsidiaries have timely filed all income Tax Returns and other material Tax Returns that it has been
required to file. All such Tax Returns were true, correct and complete in all material respects. All Taxes owed by the Company
(whether or not shown on any Tax Return and whether or not any Tax Return was required) have been timely paid. The Company and
the Acquired Subsidiaries are not currently the beneficiary of any extension of time within which to file any Tax Return. No claim
has ever been made in writing by a Governmental Authority in a jurisdiction where the Company or any Acquired Subsidiary does not
file Tax Returns that it is or may be subject to taxation by that jurisdiction or the requirement to file Tax Returns in that jurisdiction.
There are no Encumbrances on any of the Properties that arose in connection with any failure (or alleged failure) to pay any Tax,
except for Encumbrances for Taxes not yet due and payable or that are being contested in good faith by the Company.


 


(b)          The
Company and the Acquired Subsidiaries have (i) timely withheld and paid all Taxes required to have been withheld and paid or properly
reflected in the reserve referred to in Section 3.26(f)(ii) in connection with amounts paid or owing to any employee, independent
contractor, creditor, equityholder, customer or other third-party, (ii) complied with all information reporting and backup withholding
provisions of applicable Legal Requirements, and (iii) maintained all required records with respect to the items in clauses (i)
and (ii).


 


(c)          There
is no dispute or claim concerning any Tax liability of the Company or any Acquired Subsidiary either, (i) claimed or raised
by any Governmental Authority in writing, or (ii) as to which the Company or any Acquired Subsidiary or any of the Existing
Members has actual knowledge based upon personal contact with any agent of such Governmental Authority. No issue relating to Taxes
has been raised in writing by a Governmental Authority during any pending audit or examination. The Company has delivered to the
Buyer correct and complete copies of all U.S. federal, state, local and foreign income, franchise and similar Tax Returns which
have been filed, examination reports and statements of deficiencies assessed against, or agreed to by, the Company since January
1, 2016.


 




    	 	25	 



     


    

 


(d)          Neither
the Company nor any Acquired Subsidiary has waived any statute of limitations in respect of Taxes or requested or agreed to any
extension of time with respect to a Tax assessment or deficiency.


 


(e)          The
Company and the Acquired Subsidiaries are not a party to any Tax allocation or Tax sharing agreement. The Company and the Acquired
Subsidiaries (i) have not been a member of an Affiliated Group filing a consolidated federal income Tax Return, and (ii) have
no liability for the Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or
foreign law), as a transferee or successor, by contract or otherwise (other than pursuant to contracts entered into in the ordinary
course of business not primarily related to Taxes).


 


(f)          The
unpaid Taxes of the Company and the Acquired Subsidiaries, (i) do not, as of the Balance Sheet Date, exceed the reserve for
Tax liability (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income)
set forth on the face of the Company Financial Statements (rather than in any notes thereto), and (ii) do not exceed that
reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company
or any Acquired Subsidiary in filing its Tax Returns.


 


(g)          Neither
the Company nor any Acquired Subsidiary is a party to any joint venture, partnership or other arrangement or contract that could
be treated as a partnership for federal income Tax purposes.


 


(h)          The
Company and the Acquired Subsidiaries have not entered into any sale leaseback or leveraged lease transaction that fails to satisfy
the requirements of Revenue Procedure 2001-28 (or similar provisions of foreign law) or any safe harbor lease transaction.


 


(i)           All
material elections with respect to Taxes affecting the Company and the Acquired Subsidiaries are disclosed or attached to a Tax
Return of the Company or an Acquired Subsidiary, as applicable.


 


(j)           All
private letter rulings or similar rulings, memoranda, or determinations issued by any Governmental Authority to the Company or
any Acquired Subsidiary (including without limitation any rulings, memoranda or determinations issued by any state, local or foreign
Governmental Authority to the Company) have been disclosed in Schedule 3.26(j), and there are no pending requests for
any such rulings, memoranda or determinations.


 


(k)          Neither
the Company nor any Acquired Subsidiary will be required to include any items of income in, or exclude any items of deduction from,
taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of (i) any change in
method of accounting for a taxable period ending on or prior to the Closing Date under Section 481(a) of the Code (or any corresponding
or similar provision of state, local or foreign income Tax law); (ii) any “closing agreement” as described in
Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (iii) any
installment sale or open transaction made on or prior to the Closing Date; (iv) any prepaid amount received on or prior to
the Closing Date; (v) the cash basis method of accounting or percentage of completion method of accounting; or (vi) an election
under Section 108(i) of the Code.


 




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(l)          There
are no Tax-sharing agreements or similar arrangements (including indemnity arrangements) with respect to or involving the Company
or any Acquired Subsidiary and, after the Closing Date, neither the Company nor any Acquired Sub will be bound by any such Tax-sharing
agreements or similar arrangements entered into prior to the Closing or have any liability thereunder for amounts due in respect
of periods prior to the Closing Date.


 


(m)          The
Company and the Acquired Subsidiaries do not have and have not had a permanent establishment in any foreign country and do not
engage and have not engaged in a trade or business in any foreign country.


 


(n)          The
Company and the Acquired Subsidiaries have not entered into any transaction identified as a “reportable transaction”
or “listed transaction” for purposes of Treasury Regulations Sections 1.6011-4(b). If the Company or any Acquired Subsidiary
has entered into any transaction such that, if the treatment claimed by it were to be disallowed, the transaction would constitute
a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code, then it believes that it has
either (i) substantial authority for the tax treatment of such transaction or (ii) reasonable basis for the tax treatment of such
transaction and disclosed on its Tax Returns the relevant facts affecting the tax treatment of such transaction.


 


3.27         Other
Information. The representations, warranties and other statements of the Company
and the Existing Members contained in this Agreement and the Ancillary Agreements do not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements contained herein and therein not misleading.


 


3.28         Securities
Matters. Each Existing Member is an “accredited investor” as such term
is defined under Rule 501 of Regulation D as promulgated under the Securities Act, and has such knowledge, sophistication and
experience in financial and business matters that it is capable of evaluating the merits and risks of the receipt of the Buyer
Securities and of protecting its interests in connection therewith. Each Existing Member has the ability to bear the economic
risk of this investment, including complete loss of the investment.


 


3.29         No
Additional Representations. Except for the representations and warranties made
by the Company and the Existing Members in this Article 3, neither the Company nor any other Person makes any express
or implied representation or warranty with respect to either the Company, any Subsidiary or the Business, and the Company hereby
disclaims any such other representations or warranties. 


 


Article
4- REPRESENTATIONS AND WARRANTIES OF THE BUYER


 


The Buyer hereby represents and warrants
to the Company and the Existing Members as of the date hereof and the Closing Date as follows:


 


4.1           Existence
and Qualification. The Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Nevada. The Buyer has the corporate power to own, manage, lease and hold its
properties and to carry on its business as and where such properties are presently located and such business is presently conducted.
The Buyer (i) qualifies as an accredited investor under Rule 501(a) of Regulation D, promulgated under the Securities
Act, (ii) is acquiring the Common Membership Interests for its own account and for the purpose of investment and not with
a view to distribution or resale thereof and (iii) acknowledges that (A) the Common Membership Interests have not been registered
under the Securities Act or any state securities laws, (B) there is no public market for the Common Membership Interests
and there can be no assurance that a public market will develop, and (C) it must bear the economic risk of its investment
in the Common Membership Interests for an indefinite period of time and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the Common Membership Interests.


 




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4.2           Authority,
Approval and Enforceability. This Agreement and each Ancillary Agreement to which
the Buyer is a party has been duly executed and delivered by the Buyer and the Buyer has all requisite corporate power to execute
and deliver this Agreement and all Ancillary Agreements executed and delivered or to be executed and delivered by the Buyer in
connection with the transactions provided for hereby, to consummate the transactions contemplated hereby and by the Ancillary
Agreements, and to perform its obligations hereunder and under the Ancillary Agreements. The execution, delivery and performance
of this Agreement and the Ancillary Agreements and the consummation by the Buyer of the transactions contemplated hereby and thereby
(including the issuance and delivery of the New Convertible Notes and the issuance of any Buyer Shares) have been duly and validly
authorized and approved by all necessary company action on the part of the Buyer and no other proceeding on the part of the Buyer
is necessary to authorize this Agreement, any Ancillary Agreement to which the Buyer is a party or to consummate the transactions
contemplated hereby or thereby. Approval by the holders of a majority of the outstanding shares of common stock of Buyer for the
potential issuance of 20% of the Buyer’s common stock is the only vote of stockholders of Buyer necessary to approve the
transactions contemplated by this Agreement and any Ancillary Agreement, and such approval was obtained prior to the date hereof.
This Agreement and each Ancillary Agreement to which the Buyer is a party constitutes, or upon execution and delivery will constitute,
the legal, valid and binding obligation of the Buyer, enforceable in accordance with its terms, except as such enforcement may
be limited by general equitable principles or by applicable bankruptcy, insolvency, moratorium or similar laws and judicial decisions
from time to time in effect which affect creditors’ rights generally.


 


4.3           No
Default or Consents. Except as otherwise set forth in Schedule 4.3
hereto, neither the execution nor delivery of this Agreement nor the carrying out of the transactions contemplated hereby will:


 


(a)          violate
or conflict with any of the terms, conditions or provisions of the articles of incorporation or by-laws of the Buyer;


 


(b)          violate
any Legal Requirements applicable to the Buyer;


 


(c)          violate,
conflict with, result in a breach of, constitute a default under (whether with or without notice or the lapse of time or both),
or accelerate or permit the acceleration of the performance required by, or give any other party the right to terminate, any Contract
or Permit binding upon or applicable to the Buyer;


 


(d)          result
in the creation of any Encumbrance on any properties of the Buyer; or


 


(e)          require
the Buyer to obtain or make any waiver, consent, action, approval or authorization of, or registration, declaration, notice or
filing with, any private non-governmental third-party or any Governmental Authority.


 


4.4           No
Proceedings. No suit, action or other proceeding is pending or, to the Buyer’s
knowledge, threatened before any Governmental Authority seeking to restrain the Buyer or prohibit its entry into this Agreement
or prohibit the Closing, or seeking Damages against the Buyer or any of its properties as a result of the consummation of this
Agreement.


 




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4.5           No
Other Agreements. Except for the agreements expressly contemplated hereby, none
of the Buyer or any of its Affiliates has any other agreements, arrangements or understandings with any director, officer, employee,
consultant, stockholder or Affiliate of the Company in respect of the transactions contemplated hereby. Without limiting the generality
of the foregoing, the Buyer agrees that no representation or warranty, express or implied, is made with respect to any financial
projections, budgets or other forward looking statements. The Buyer further covenants, acknowledges and agrees that it (a) has
made its own investigation into, and based thereon has formed an independent judgment concerning, the Company, the Acquired Subsidiaries
and the Business, (b) has been given adequate access to such information about the Company, the Acquired Subsidiaries and
the Business as the Buyer has reasonably requested, and (c) will not assert any claim against the Company, the Existing Members
or any of their respective Affiliates, or seek to hold any such Person liable, for any inaccuracies, misstatements or omissions
with respect to any information made available, delivered, provided or furnished to the Buyer or any of its Affiliates; provided,
that this Section 4.6 shall not preclude the Buyer Indemnified Parties from asserting claims for indemnification in
accordance with Section 6.3(a) (subject to the limitations contained in Sections 6.3 and 8.1).


 


4.6           Independent
Investigation; No Other Representations and Warranties. The Buyer agrees that none
of the Company, the Existing Members or any of their respective Affiliates have made and shall not be deemed to have made, nor
has the Buyer or any of its Affiliates relied on, any representation, warranty, covenant or agreement, express or implied, with
respect to the Company, the Acquired Subsidiaries, the Business or the transactions contemplated hereby, other than those representations,
warranties, covenants and agreements explicitly set forth in Article 3 of this Agreement.


 


4.7           Buyer
Shares. The New Convertibles and the Buyer Shares have been duly authorized. Upon
issuance, the New Convertible Notes and the Buyer Shares will be validly issued, fully paid and nonassessable, and will not be
subject to any option, call, preemptive, subscription or similar rights. At the Closing, Buyer will have sufficient authorized
but unissued shares or treasury shares of Buyer Common Stock for the Buyer to meet its obligation to deliver the Buyer Shares
under this Agreement and the Ancillary Agreements to which it is a party. Upon issuance of the Buyer Shares, the recipient thereof
shall acquire good and valid title to the Buyer Shares. Upon issuance, the New Convertibles Notes and the Buyer Shares will be
issued in compliance with applicable Legal Requirements. The issuance and sale of the New Convertible Notes and the Buyer Shares
contemplated hereby does not conflict with or violate any rules or regulations of the Nasdaq Capital Market.


 


4.8           Brokers
or Finders’ Fees. Except as otherwise set forth in Schedule 4.8
hereto, all negotiations relating to this Agreement and the transactions contemplated hereby have been carried out without the
intervention of any Person acting on behalf of the Buyer in such a manner as to give rise to any valid claim against the Company
or any Existing Member for any brokerage fee, finder’s fee or similar compensation.


 




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4.9           SEC
Reports; Financial Statements. The Buyer has filed all reports required to be filed
by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
twelve months preceding the date hereof (or such shorter period as the Buyer was required by law to file such materials) (the
foregoing materials being collectively referred to herein as the “SEC Reports”) on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As
of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the
Exchange Act and the rules and regulations of the Securities Exchange Commission promulgated thereunder, and none of the SEC Reports,
when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
The financial statements of the Buyer included in the SEC Reports comply in all material respects with applicable accounting requirements
and the rules and regulations of the Securities Exchange Commission with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in accordance with GAAP during the periods involved, except as may be otherwise specified
in such financial statements or the notes thereto, and fairly present in all material respects the financial position of the Borrower
and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods
then ended, subject, in the case of unaudited statements, to normal, immaterial (individually and in the aggregate), year-end
audit adjustments and the absence of footnotes.


 


Article
5- CONDITIONS TO THE EXISTING MEMBERS’ AND THE BUYER’S OBLIGATIONS


 


5.1           Conditions
to Obligations of the Company. The obligations of the Company and the Members to
carry out the transactions contemplated by this Agreement are subject, at the option of the Company, to the satisfaction or waiver
of the following conditions:


 


(a)          As
of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of the Company or
any of the Existing Members) shall be pending or threatened before any Governmental Authority seeking to restrain the Company or
prohibit the Closing or seeking Damages against the Existing Members as a result of the consummation of this Agreement.


 


(b)          The
Buyer shall have made the payments of the Cash Consideration in accordance with Section 2.2 hereof.


 


(c)          The
Buyer shall have issued and delivered the New Convertible Notes to the holders of the Senior Convertible Debt in accordance with
Sections 2.2(c) of this Agreement.


 


(d)          The
Buyer shall have issued the Buyer Shares to Venture Six, LLC and Wesley Jones in satisfaction of the Promissory Notes in accordance
with Section 2.2(d) of this Agreement.


 


(e)          The
Buyer shall have executed and delivered to the Company its executed signature page to the New Company LLC Agreement.


 


(f)          The
Company shall have received a certificate of the Secretary of the Buyer certifying (i) the articles of incorporation and by-laws
of the Buyer, (ii) the resolutions of the Board of Directors of the Buyer approving this Agreement and the Ancillary Agreements
to which it is a party, (iii) the written consent of the stockholders of the Buyer approving this Agreement and the Ancillary Agreements
to which it is a party (including the approval of the issuance of any Buyer Shares issuable pursuant to this Agreement or any of
the Ancillary Agreements).


 


(g)          The
Buyer shall have executed and delivered its executed signature page to the Registration Rights Agreement.


 


(h)          The
Buyer shall have filed with The Nasdaq Capital Market an additional shares listing application covering all of the Buyer Shares
issued or issuable under this Agreement and the Ancillary Agreements, and shall have received no objections from The Nasdaq Capital
Market with respect to such listing application that are not resolved prior to the Closing Date.


 




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(i)          The
Buyer shall have delivered the Information Statement pursuant to Section 14(c) of the Exchange Act to the stockholders of
the Buyer notifying them of the approval, by written consent, of the stockholders of the Buyer to the issuance of the Buyer Shares
issuable pursuant to this Agreement and the Ancillary Agreements and twenty (20) days shall have elapsed since the Information
Statement was sent or given to the stockholders of Buyer.


 


5.2           Conditions
to Obligations of the Buyer. The obligations of the Buyer to carry out the transactions
contemplated by this Agreement are subject, at the option of the Buyer, to the satisfaction or waiver of the following conditions:


 


(a)          As
of the Closing Date, no suit, action or other proceeding (excluding any such matter initiated by or on behalf of the Buyer) shall
be pending or threatened before any Governmental Authority seeking to restrain the Buyer or prohibit the Closing or seeking Damages
against the Buyer or the Company or its Properties as a result of the consummation of this Agreement.


 


(b)          The
Company shall have furnished the Buyer with a certified copy of all necessary corporate resolutions and actions on its behalf approving
the Company’s execution, delivery and performance of this Agreement.


 


(c)          No
proceeding in which the Company shall be a debtor, defendant or party seeking an order for its own relief or reorganization shall
be pending by or against such Person under any United States or state bankruptcy or insolvency law.


 


(d)          The
Buyer shall have received the deliverables contemplated by Section 2.2 hereof.


 


(e)          The
Company and the Existing Members shall have executed and delivered to the Buyer their executed signature pages to the New Company
LLC Agreement.


 


(f)          The
holders of the New Convertible Notes, the Existing Members, Wesley Jones and Venture Six, LLC shall have executed and delivered
to the Buyer their executed signature pages to the Registration Rights Agreement.


 


Article
6- POST-CLOSING OBLIGATIONS


 


6.1           Further
Assurances. Following the Closing, the Company, the Existing Members and the Buyer
shall execute and deliver such other documents, and take such other action, as shall be reasonably requested by any other Party
hereto to carry out the transactions contemplated by this Agreement.


 




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6.2           Publicity;
SEC Filings; Listing. None of the Parties hereto shall issue or make, or cause
to have issued or made, any public release or announcement concerning this Agreement or the transactions contemplated hereby,
without the advance approval in writing of the form and substance thereof by each of the other Parties, except: (a) as required
by any applicable Legal Requirement (in which case, so far as possible, there shall be consultation among the Parties prior to
such announcement), including as noted in the next two sentences, and (b) to each Party’s advisors and lenders. The Parties
understand and acknowledge that as a publicly held company, the Buyer will be required to file a Current Report on Form 8-K with
the U.S. Securities and Exchange Commission to disclose the acquisition contemplated by this Agreement (the “Form 8-K”),
and all of the Parties expressly consent to such timely filing. In addition, the Existing Members and the Company understand and
acknowledge that in connection with such filing, the Buyer will be required to file the previous two (2) years of audited financial
statements of the Company, along with required pro-forma financial statements in accordance with Rule 3-05 of Regulation S-X,
no later than seventy-one (71) days after the date that the initial Form 8-K must be filed. Buyer shall use reasonable best
efforts to ensure that the Form 8-K, and related financial statements, are timely filed. Buyer shall maintain the listing of the
Buyer Shares and shall not take any action which would be reasonably expected to result in the delisting or suspension of the
Buyer’s common stock on The Nasdaq Stock Market.


 


6.3           Post-Closing
Indemnity by the Existing Members and by the Buyer.


 


(a)          Subject
to the limitations set forth in Section 8.1, from and after the Closing, the Existing Members shall jointly and severally
indemnify and hold harmless the Buyer and its Affiliates (including the Company), directors, officers, employees, agents and representatives
(the “Buyer Indemnified Parties”) from and against any and all Damages arising out of or resulting from: (i) a
breach of, or material inaccuracy in, any of the representations or warranties made by the Company or the Existing Members in this
Agreement (it being agreed that, for purposes of this Section 6.3 and Section 8.1, all qualifications and
exceptions relating to materiality, material adverse effect or words of similar import (but not specific dollar thresholds) shall
be disregarded for purposes of calculating the amount of Damages resulting from such breach or inaccuracy, but for the avoidance
of doubt, such materiality, material adverse effect and words of similar import shall not be disregarded for purposes of determining
whether such breach or inaccuracy exists), (ii) a breach or default in performance by the Company of any pre-closing covenant
or agreement contained in this Agreement or a breach or default of any Existing Member of any covenant or agreement of such Existing
Member contained in this Agreement, (iii) the Excluded Subsidiaries, (iv) Indemnified Taxes and (v) the Excluded Liabilities.


 


(b)          Subject
to the limitations set forth in Section 8.1, from and after the Closing, the Buyer shall indemnify and hold harmless
the Existing Members and their Affiliates, directors, officers, employees, agents and representatives (the “Existing Member
Indemnified Parties”) from and against any and all Damages arising out of or resulting from: (i) a breach of, or
material inaccuracy in, any of the representations or warranties made by the Buyer in this Agreement and (ii) a breach or
default in performance by the Buyer or the Company of any covenant or agreement of the Buyer or the Company (in the case of the
Company, solely with respect to its post-Closing covenants or agreements) contained in this Agreement.


 


(c)          All
representations and warranties set forth in this Agreement are contractual in nature only and subject to the sole and exclusive
remedies set forth herein; provided that the use of any one right or remedy hereunder by any Party hereto shall not preclude or
constitute a waiver of its right to use any or all other remedies hereunder. Except for actual fraud, the remedies provided in
this Section 6.3 (which are subject to the limitations set forth in Section 8.1) shall be the sole and exclusive
remedies of the Buyer Indemnified Parties and Existing Member Indemnified Parties and their heirs, successors and permitted assigns
after the Closing with respect to this Agreement, including any breach or non-performance of any representation, warranty, covenant
or agreement contained herein. No Buyer Indemnified Party or Existing Member Indemnified Party shall bring any claim with respect
to this Agreement, whether in contract, tort or otherwise, other than (i) a claim of actual fraud against the party that committed
such actual fraud, (ii) an indemnification claim made by the Buyer on behalf of the Buyer Indemnified Parties in accordance
with Section 6.3(a), or (iii) an indemnification claim made by an Existing Member on behalf of the Existing Member Indemnified
Parties in accordance with Section 6.3(b); provided, that any party may seek equitable relief, including the remedies
of specific performance and injunction, with respect to the breach of any covenant or agreement to be performed after the Closing.
For the avoidance of doubt, this Section 6.3 does not preclude any claim arising from any failure of (i) the Buyer to comply
with its obligations under the New Convertible Notes or (ii) the Company to comply with its Put Right obligations as provided in
the New Company LLC Agreement or the Buyer to comply with its guarantee of such Put Right obligations of the Company.


 




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6.4           Non-Disclosure.


 


(a)          General.
In consideration of the payment to be made pursuant to Section 2.2 hereof, and in order to induce the Buyer to enter into
this Agreement and to consummate the transactions contemplated hereby, each Existing Member hereby covenants and agrees that such
Existing Member shall not divulge, communicate, use for any commercial purpose any Confidential Information or Trade Secrets (collectively
“Company Information”) pertaining to the Company or any of its Affiliates. Any Company Information now known
or hereafter acquired by any Existing Member with respect to the Company or any of its Affiliates shall be deemed a valuable, special
and unique asset of the Company that is received by such party in confidence, and such party shall treat such Company Information
as such under this Section 6.4(a). In addition, the Existing Members will use commercially reasonable efforts to:


 


(i)          receive
and hold all Company Information in trust and in strictest confidence; and


 


(ii)         take
reasonable steps to protect the Company Information from disclosure.


 


(b)          Injunction.
It is recognized and hereby acknowledged by the parties hereto that a breach or violation by any Existing Member may cause irreparable
harm and damage to the Buyer in a monetary amount which may be virtually impossible to ascertain. As a result, each Existing Member
recognizes and hereby acknowledges that the Buyer shall be entitled to an injunction from any court of competent jurisdiction enjoining
and restraining any breach or violation of any or all of the covenants set forth in Section 6.4(a) by any Existing
Member, and that such right to injunction shall be cumulative and in addition to whatever other rights or remedies the Buyer and/or
the Company may possess hereunder, at law or in equity. Nothing contained in this Section 6.4(b) shall be construed
to prevent the Buyer and/or the Company from seeking and recovering from an Existing Member Damages sustained by it as a result
of any breach or violation by such Existing Member of any of the covenants or agreements contained herein, and their respective
controlled Affiliates and each of their respective past or present officers, managers, directors, stockholders, members, partners,
employees and agents.


 


6.5           Director
Nomination. At the next annual meeting of Buyer, the Buyer shall use best efforts
to cause Louis Foreman to be nominated as a director on the Buyer’s Board of Directors.


 


6.6           Releases.
Due to the consideration to be received by each Existing Member under this Agreement and the Ancillary Agreements, effective as
of (and subject to) the Closing, each Existing Member, on behalf of himself, herself, or itself and each of his, her, or its respective
controlled Affiliates, successors and assigns, hereby releases the Buyer, the Company, the Acquired Subsidiaries and their respective
Affiliates, as well as each of their respective past or present officers, managers, directors, stockholders, members, partners,
employees and agents (collectively, the “Released Parties”) from any and all actions, causes of action, suits,
debts, dues, sums of money, accounts, reckoning, bonds, bills, liabilities, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands which such Existing Member
may have relating to, arising out of or in connection with any facts or circumstances directly or indirectly relating to the Company
and the Acquired Subsidiaries, which existed on or prior to the Closing Date (the “Released Claims”), and agrees
not to bring or threaten to bring or otherwise join in, and agrees to cause its, his or her controlled Affiliates and successors
and assigns not to bring or threaten, any Released Claim against the Released Parties; provided, that the foregoing shall
not (i) preclude such Existing Member from seeking recovery under any directors and officers’ insurance policy maintained
by the Existing Members on behalf of the Company or any Acquired Subsidiary for claims made after Closing in respect of events
occurring prior to Closing having the effect of converting the Company’s current claims-made policies into “occurrence
based” coverage or (ii) apply to any rights of such Existing Member or such Existing Member’s Affiliates arising under
this Agreement or any Ancillary Agreement. Furthermore, the release contained in this Section 6.6 specifically includes
any claim relating to any unpaid compensation due and owing to Gregg Smith and Louis Foreman for services rendered in their capacities
as Independent Contractors.


 




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6.7           Restrictive
Covenants.


 


(a)          Each
Existing Member acknowledges and agrees that: (i) the covenants contained in this Section 6.7 (the “Restrictive
Covenants”) are being entered into by such Existing Member in connection with the transactions contemplated by this Agreement;
and (ii) the Restrictive Covenants are a material inducement to Buyer to enter into this Agreement and the other Ancillary Agreements.
Therefore, during the period commencing on the Closing Date and continuing thereafter for two (2) years after the Closing Date
(the “Restricted Period”), each Existing Member shall not, directly or indirectly, for himself, herself or itself,
or for, through or in association with any other Person:


 


(i)          Engage
or participate in or be involved in any capacity, own any shares or equity interests in, manage, operate, control, finance, or
be employed or engaged by or associated with, serve as a director, officer, manager, consultant, trustee or partner of or provide
services or advice or other aid or assistance to, nor lend or permit their name to be used in connection with, any company, business,
enterprise or other Person (other than in connection with such Existing Member’s ownership in or management of the Company)
engaged in the Restricted Business, nor attempt to do or take, assist any other Person in doing or taking or permit any Affiliate
to do or take any such action; provided, that, (i) this Section 6.7(a)(i) shall not preclude the product design, development,
prototyping, marketing, crowdfunding, and manufacturing services that are currently being conducted by Enventys Partners, LLC (including
the right of Enventys Partners, LLC to continue to perform such services), a subsidiary of Venture Six, LLC, and (ii) this Section
6.7(a)(i) shall not preclude such Existing Member from owning less than five percent (5%) of any class of securities of a publicly
traded Person so long as such Existing Member does not participate in any way in the management, operation or control of such Person;


 


(ii)         (A)
Solicit, induce or attempt to induce any employee or independent contractor of the Buyer, Company, any Acquired Subsidiary or their
respective Affiliates to leave such employment, or (B) hire any Person who is or was an employee or independent contractor of the
Buyer, Company or any Acquired Subsidiary at any time during the twelve-month period immediately prior to the date on which such
hiring would take place, nor attempt to do or take, assist any other Person in doing or taking or permit any Affiliate to do or
take any such action; provided that the foregoing shall not apply to (y) solicitations through search firms (including,
without limitation, any online or other recruiting or employment agencies) or general advertisements (including, without limitation,
through newspapers, trade publications, periodicals, radio, or internet sites (i.e., Monster.com or LinkedIn)) not specifically
targeted at employees of the Buyer, Company, any Acquired Subsidiary or their respective Affiliates, or (z) solicitations
or hiring of any Person who has not been employed by the Company or any Acquired Subsidiary in the twelve (12) months preceding
such Existing Member’s solicitation or hiring of such Person;


 




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(iii)        Solicit,
recruit or induce, in any case, for the purpose of enticing away or to ceasing or reducing doing business with the Buyer, the Company,
the Acquired Subsidiaries or their respective Affiliates, any Person having a business relationship with the Buyer, the Company,
the Acquired Subsidiaries or their respective Affiliates, nor attempt to do or take, assist any other Person in doing or taking
or permit any Affiliate to do or take any such action; or


 


(iv)        Take
any action designed to intentionally interfere with or disrupt in any way the business relationship between the Buyer, the Company
or any of the Acquired Subsidiaries, on the one hand, and any inventor, customer, supplier, vendor, consultant, employee or independent
contractor of the Company or any of the Acquired Subsidiaries.


 


(b)          Following
the Closing, each Existing Member hereby covenants and agrees not to make or publish, orally or in writing or electronically, any
derogatory or disparaging statements regarding the Buyer, the Company, the Acquired Subsidiaries or their respective Affiliates,
nor attempt to do or take, assist any other Person in doing or taking or permit any Affiliate to do or take any such action; provided,
however, that this clause is not intended to prevent (i) any Existing Member from testifying truthfully in response to a valid
subpoena or other compulsory legal process or (ii) any Existing Member from enforcing such Existing Member’s rights under
this Agreement and any other Ancillary Agreement.


 


(c)          If,
at the time of enforcement of any of the Restrictive Covenants, a court holds that the duration, scope or area restrictions stated
herein are unreasonable under circumstances then existing, the Parties agree that the maximum duration, scope or area reasonable
under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed
to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.


 


(d)          Each
Existing Member acknowledges that a breach of any of the Restrictive Covenants would cause irreparable harm to the Buyer, the Companies
and the Acquired Subsidiaries, for which there is no adequate remedy at law. Each Existing Member agrees that, in the event of
any breach or threatened breach of any of the Restrictive Covenants, the Buyer, the Company and the Acquired Subsidiaries may have
the right, in addition to any other rights or remedies they may have, to seek a temporary restraining order or orders and preliminary
or permanent injunctive relief to prevent breach(es) of the Restrictive Covenants and to specifically enforce the terms and provisions
thereof without having to post bond or other security and without having to prove special damages or the inadequacy of the available
remedies at law.


 


Article
7- TAX MATTERS


 


7.1           Transfer
Taxes. All transfer, documentary, sales, use, stamp, registration and other such
Taxes and fees (including any penalties, and interest and related expenses) incurred in connection with this Agreement shall be
borne fifty percent (50%) by the Existing Members and fifty percent (50%) by the Buyer, and the Existing Members or the Buyer
(as required by applicable law) will, at their own expense, file all necessary Tax Returns and other documentation with respect
to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and, if required by applicable law,
the other party will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.


 




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7.2           Tax
Contests.


 


(a)          If
a claim relating to Taxes shall be made by any Governmental Authority that, if successful, would result in the Existing Members
being required to indemnify a Buyer Indemnified Party (for purposes of this Article 7, an “Indemnified Taxpayer”)
pursuant and subject to Sections 6.3 and 8.1, the Indemnified Taxpayer shall promptly notify the Existing Members
in writing of such fact; provided, however, that any failure to give such notice will not waive any rights of the
Indemnified Taxpayer except to the extent the rights of the indemnifying party are actually materially prejudiced.


 


(b)          The
Existing Members shall have the right to defend the Indemnified Taxpayer against such claim with counsel of their choice satisfactory
to the Indemnified Taxpayer so long as (A) the Existing Members notify the Indemnified Taxpayer in writing within fifteen
(15) calendar days after the Indemnified Taxpayer has given notice of such claim that the Existing Members desire to defend the
Indemnified Taxpayer against such claim and (B) the Existing Members conduct the defense of the claim actively and diligently.


 


(c)          Subject
to the provisions of paragraph (ii) above, the Existing Members shall be entitled to prosecute such contest to a determination
in a court of initial jurisdiction, and if the Existing Members shall reasonably request, to a determination in an appellate court.


 


(d)          The
Existing Members shall not be entitled without the Buyer’s consent (such consent not to be unreasonably withheld, conditioned
or delayed) to settle or to contest any claim relating to Taxes if the settlement of, or an adverse judgment with respect to, the
claim would be likely, in the good faith judgment of the Existing Members, to cause the liability for any Tax of the Indemnified
Taxpayer or of any Affiliate of the Indemnified Taxpayer for any taxable period ending after the Closing Date to increase (including,
but not limited to, by making any election or taking any action having the effect of making any election, by deferring the inclusion
of any amount in income or by accelerating the deduction of any amount or the claiming of any credit).


 


(e)          If
any of the conditions in Section 7.2(b) above are or become unsatisfied, (A) the Indemnified Taxpayer may defend
against such claims, and (B) the Existing Members will remain responsible for any Damages the Indemnified Taxpayer may suffer
to the fullest extent provided in this Section 7.2, in each case, subject to the limitations set forth in Section
6.3 and 8.1 hereof.


 


7.3           Additional
Agreements.


 


(a)          The
Buyer shall, at all times following the Closing, (i) cause the Company to grant to the Existing Members access at all reasonable
times to all of the Company’s books and records (including Tax workpapers, Tax Returns and correspondence with Governmental
Authorities), including the right to take extracts therefrom and make copies thereof, to the extent relevant to Tax periods beginning
before and ending on or before the Closing Date (“Pre-Closing Tax Periods”) and (ii) otherwise cooperate
with the Existing Members in connection with any audit of Taxes with respect to Pre-Closing Tax Periods. The Buyer shall similarly
cause the Company to grant to the Existing Members access to the Company’s records for periods on or after the Closing to
the extent reasonably required to assess and/or determine the Existing Members’ obligations for indemnification under this
Agreement. The Buyer and the Existing Members further agree, upon request, to use their commercially reasonable efforts to obtain
any certificate or other document from any Governmental Authorities or any other Person as may be necessary to mitigate, reduce
or eliminate any Tax that could be imposed (including with respect to the transactions contemplated by this Agreement).


 




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(b)          The
Existing Members shall be responsible, at their expense, for preparing and filing, or causing the Company to prepare and file,
all Tax Returns of the Company required to be filed after the Closing Date to the extent such returns relate to Pre-Closing Tax
Periods. The Existing Members shall send the Buyer drafts of such Tax Returns for review and comment at least twenty (20) days
prior to the due date for filing such Tax Returns (including any applicable extensions) and shall consider in good faith making
such revisions to such Tax Returns as are reasonably requested by the Buyer. All Tax Returns to be prepared pursuant to this Section
7.3(b) shall be prepared in a manner consistent with the past practice of the Company, except as otherwise required by law.
The Existing Members shall pay the amount due with respect to such Tax Returns.


 


(c)          The
Company shall prepare, at the Company’s expense, all Tax Returns of the Company with respect to periods beginning before
the Closing Date and ending after the Closing Date (“Straddle Periods”) and will send the Existing Members drafts
of such Tax Returns for review and comment at least twenty (20) days prior to the due date for filing such Tax Returns (including
any applicable extensions) and shall make such revisions to such Tax Returns as are reasonably requested by the Existing Members.
At least five (5) days before the date on which Taxes are due with respect to any Tax Return covering a Straddle Period, the Existing
Members shall pay to the Company the portion of the Taxes shown as due on such Tax Return related to the portion of the Straddle
Period ending on the Closing Date. For purposes of this Agreement, with respect to Straddle Periods, any Tax based directly or
indirectly on gross or net income, sales or receipts, imposed in respect of specific transactions, or employment, social security
or other similar taxes shall be allocated between the portion of the Straddle Period ending on the Closing Date and the portion
of the Straddle Period beginning on the day immediately after the Closing Date by assuming that the taxable period ended on the
Closing Date, and any other Tax shall be allocated between the portion of the Straddle Period ending on the Closing Date and the
portion of the Straddle Period beginning on the day immediately after the Closing Date based on the number of days in the Straddle
Period ending on the Closing Date divided by the total number of days in the Straddle Period.


 


(d)          The
Parties hereto acknowledge and agree that the purchase and sale of the Common Membership Interests by the Buyer shall be treated
for U.S. federal and applicable state income tax purposes as a purchase of partnership interests from the Company. The Parties
agree that there shall be an interim closing of the books of the Company under Section 706 of the Code effective as of the Closing
Date, and accordingly, the income, gain, loss and deduction (and items thereof) for the portion of the taxable year of the Company
in which the Closing occurs prior to and including the Closing Date shall be allocated solely to the Existing Members and not the
Buyer. The Parties acknowledge that the tax year of the Company shall not terminate as a result of the purchase of Common Membership
Interests by Buyer; therefore the U.S. federal income tax return of the Company for the period that includes the Closing Date will
be a Tax Return for a Straddle Period.


 


(e)          The
Buyer shall not amend any Tax Return for Pre-Closing Tax Period or extend the statute of limitations period in respect of any such
Tax Return without the written consent of the Existing Members, which consent shall not be unreasonably withheld, conditioned or
delayed.


 




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Article
8 - MISCELLANEOUS


 


8.1           Limitation
on Liability; Claim Procedure.


 


(a)          The
representations and warranties of the Company and the Buyer set forth in this Agreement shall survive the Closing until the date
that is (i) with respect to the Fundamental Representations, sixty (60) days after the expiration of the longest permitted applicable
statute of limitations under applicable Legal Requirements and (ii) with respect to all other representations and warranties set
forth in this Agreement, eighteen (18) months after the Closing Date (each such survival date set forth in subclauses (i) and (ii)
above, a “Representation and Warranty Survival Date”). All covenants or agreements required to be performed
pursuant to this Agreement by any Party shall survive the Closing in accordance with their respective terms (the “Covenant
Survival Date” and, together with the Representation and Warranty Survival Date, each, a “Survival Date”).
No Party may bring a claim with respect to any representation, warranty, covenant or agreement unless such claim is made by the
Indemnified Party to an Indemnifying Party prior to the applicable Survival Date. No Party shall have any liability whatsoever
with respect to any such representations, warranties, covenants or agreements unless a claim is made by an Indemnified Party pursuant
to Section 6.3 of this Agreement (and in accordance with Section 8.1(b) below) prior to the applicable Survival Date
and if written notice of an indemnification claim has been provided in accordance herewith by any Party prior to the expiration
of the applicable Survival Date, then such applicable representation, warranty or covenant shall survive solely as to such claim
until such claim has been finally resolved.


 


(b)          For
purposes of this Section 8.1, a Party making a claim for indemnity under Section 6.3 is hereinafter referred
to as an “Indemnified Party” and the Party against whom such claim is asserted is hereinafter referred to as
the “Indemnifying Party.” All claims by any Indemnified Party under Section 6.3 hereof shall be
asserted and resolved in accordance with the following provisions. If any claim or demand for which an Indemnifying Party would
be liable to an Indemnified Party is asserted against or sought to be collected from such Indemnified Party by such third-party,
said Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim or demand stating
with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnification; provided, however,
that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the
Indemnifying Party are actually prejudiced or to the extent that any applicable Survival Period has expired without such notice
being given. After receipt by the Indemnifying Party of such notice, then upon reasonable notice from the Indemnifying Party to
the Indemnified Party the Indemnifying Party shall have the right to defend, manage and conduct any proceedings, negotiations or
communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party
as set forth above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security
as may be required by any Governmental Authority, so as to enable the claim to be defended against without expense or other action
by the Indemnified Party.


 


(c)          Upon
request of the Existing Members where they are the Indemnifying Party, the Indemnified Party shall, to the extent it may legally
do so and at its own expense (provided that such expenses shall be included in the calculation of Damages in the event and to the
extent of an indemnifiable claim):


 


(i)          take
such action as the Existing Members may reasonably request in connection with such action,


 


(ii)         allow
the Existing Members to dispute such action in the name of the Indemnified Party and to conduct a defense to such action on behalf
of the Indemnified Party, and


 




    	 	38	 



     


    

 


(iii)        render
to the Existing Members all such assistance as the Existing Members may reasonably request in connection with such dispute and
defense.


 


(d)          Determination
of Damages. In determining the amount of any Damages for which an Indemnified Party is entitled to assert a claim for indemnification
hereunder, the amount of any such Damages shall be determined after deducting therefrom the amount of any insurance proceeds (after
giving effect to any applicable deductible or retention) and other third-party recoveries actually received by the Indemnified
Party or an Affiliate in respect of such Damages (which proceeds and recoveries the Indemnifying Party agrees to use diligent efforts
to obtain) and the amount of any Tax Benefit related thereto; provided that the Buyer’s right to bring a claim
hereunder to recover damages shall not be delayed as a result of pending resolutions of any insurance claims. As used herein, “Tax
Benefit” shall mean any reduction of Taxes payable by or on behalf of the Indemnifying Party or any of its Affiliates
as a result of any Damages. If an indemnification payment is received by an Indemnified Party, and such Indemnified Party or any
Affiliate later receives insurance proceeds, other third-party recoveries or Tax Benefits in respect of the related Damages, the
Indemnified Party shall immediately pay to the Indemnifying Party a sum equal to the lesser of (i) the actual amount of such
insurance proceeds, other third-party recoveries and Tax Benefits or (ii) the actual amount of the indemnification payment
previously paid with respect to such Damages. All parties shall use commercially reasonably efforts to mitigate the amount of Damages
for which they may be entitled to indemnification hereunder.


 


(e)          Tax
Treatment of Indemnity Payments. To the maximum extent permitted by law, it is the intention of the parties to treat any indemnity
payment made under this Agreement as an adjustment to the purchase price for all purposes, and the parties agree to file their
Tax Returns accordingly.


 


(f)          Limitations.


 


(i)          Notwithstanding
anything to the contrary in this Agreement, (i) the Existing Members shall have no liability in respect of their indemnification
obligations under Section 6.3(a)(i) of this Agreement (other than with respect to breaches of the Fundamental Representations)
unless and until the aggregate amount of Damages exceeds $75,000 (the “Basket”), at which point the Existing
Members shall be responsible for the entire amount of such Damages back to the first dollar of Damages (i.e. without giving effect
to the Basket) but subject to the other limitations set forth herein, (ii) the Existing Members’ aggregate liability in respect
of their indemnification obligations under Section 6.3(a)(i) of this Agreement (other than with respect to breaches of the
Fundamental Representations) shall not exceed twenty percent (20%) of the Put Right Shares issuable to the Existing Members under
the New Company LLC Agreement in respect of their Preferred Membership Interests and (iii) the Existing Members’ aggregate
indemnification obligations under this Agreement (including in respect of breaches of their Fundamental Representations and the
other indemnifiable items set forth in Section 6.3(a) of this Agreement) shall not exceed one hundred percent (100%) of
the Put Right Shares issuable to the Existing Members under the New Company LLC Agreement in respect of their Preferred Membership
Interests.


 


(ii)         Except
for Indemnified Taxes, which shall be payable by Existing Members in cash, neither the Buyer nor any other Buyer Indemnified Party
may seek recovery directly against an Existing Member in respect of the Existing Members’ indemnification obligations under
this Agreement, and any recovery shall be limited to a right of offset against, and to reduce, the number of Put Right Shares to
be paid to the Existing Members in respect of their Preferred Membership Interests. For purposes of the preceding sentence only,
the Parties agree to value each Put Right Share using the Valuation Methodology in order to determine the reduction in the number
of Put Right Shares and the related Put Right obligation. By way of example, assuming each Put Right Share is valued at $5, if
the Existing Members’ were liable for Damages in respect of their indemnification obligations under this Agreement in an
amount equal to $500,000, then the number of Put Right Shares underlying the Put Right would be reduced by 100,000 Buyer Shares.
Any Indemnified Taxes which are paid in cash shall be applied and credited towards any indemnification cap.


 




    	 	39	 



     


    

 


(iii)        If
an Indemnified Party is entitled to indemnification under more than one clause or sub-clause of this Agreement with respect to
Damages, then such Indemnified Party shall be entitled to only one indemnification or recovery for such Damages to the extent it
arises out of the same set of circumstances and events; it being understood that this Section 8.1(f)(iii) is solely to preclude
a duplicate recovery by an Indemnified Party.


 


8.2           Brokers.
Regardless of whether the Closing shall occur, (a) the Existing Members shall jointly and severally indemnify and hold harmless
the Buyer from and against any and all liability for any brokers or finders’ fees arising with respect to brokers or finders
retained or engaged by the Company or the Existing Members in respect of the transactions contemplated by this Agreement, and
(b) the Buyer shall indemnify and hold harmless the Company and the Existing Members from and against any and all liability
for any brokers’ or finders’ fees arising with respect to brokers or finders retained or engaged by the Buyer in respect
of the transactions contemplated by this Agreement.


 


8.3           Costs
and Expenses. Each of the Parties to this Agreement shall bear its own expenses
incurred in connection with the negotiation, preparation, execution and closing of this Agreement and the transactions contemplated
hereby (the “Transaction Expenses”); provided, however, that the Existing Members shall be responsible
for and shall discharge all Transaction Expenses incurred by or on behalf of the Company or any of the Existing Members (including
the costs associated with the negotiation, preparation, delivery, and consummation of the Access Innovation Purchase Agreement
and the transactions contemplated thereby and any other continuing obligations of the Company thereunder, other than with respect
to the payment of the purchase price by the Company to the AI Selling Members as contemplated in this Agreement) (collectively,
“Existing Members’ Expenses”). Following the Closing, the Company shall be responsible for any audit
fees and expenses related to the preparation of the Company’s audited financial statements described in the last sentence
of Section 6.2 of this Agreement and, for the avoidance of doubt, such audit fees and expenses shall not constitute Existing
Members’ Expenses and the Existing Members shall have no obligation or liability in respect of such audit fees and expenses.


 


8.4           Notices.
Any notice, request, instruction, correspondence or other document to be given hereunder by any Party hereto to another (herein
collectively called “Notice”) shall be in writing and delivered personally or mailed by registered or certified
mail, postage prepaid and return receipt requested, by facsimile or by FedEx, UPS or other reputable overnight courier, as follows:


 


IF TO THE BUYER:


Xspand Products
Lab, Inc.

909 New Brunswick Avenue

Phillipsburg, New Jersey 08865

Attn: CEO

Email: Chris@SRMIdealab.com


 




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With a copy to (that shall not constitute
notice):



Waller Lansden Dortch & Davis, LLP

511 Union Street, Suite 2700

Nashville, TN 37219

Attn: Marc J. Adesso, Esq.

Email: marc.adesso@wallerlaw.com

Facsimile: (615) 244-6804


 


IF TO THE COMPANY (following the
Closing):


 


Edison Nation Holdings, LLC

c/o Xspand Products Lab, Inc.

909 New Brunswick Avenue

Phillipsburg, New Jersey 08865

Attn: CEO

Email: Chris@SRMIdealab.com


 


With a copy to (that shall not constitute
notice):



Waller Lansden Dortch & Davis, LLP

511 Union Street, Suite 2700

Nashville, TN 37219

Attn: Marc J. Adesso, Esq.

Email: marc.adesso@wallerlaw.com

Facsimile: (615) 244-6804


 


IF TO THE COMPANY (prior to the Closing)

OR TO THE EXISTING MEMBERS:


 


c/o Evolution Corporate Advisors LLC

641 Lexington Avenue, Suite 1302


New York, NY 10022

Attn.: Gregg Smith


 


With a copy to (that shall not constitute notice):


 


Greenberg Traurig, P.A.

401 E. Las Olas Boulevard, Suite 2000

Fort Lauderdale, FL 33301

Attn: Mathew B. Hoffman, Esq.

Email: hoffmanma@gtlaw.com

Facsimile: (954) 759-5532


 


Each of the addresses for Notice purposes
may be changed by providing appropriate notice hereunder. Notice given by personal delivery or registered or certified mail shall
be effective upon actual receipt. Notice given by facsimile shall be effective upon transmission if successfully transmitted during
the recipient’s normal business hours, or at the beginning of the recipient’s next normal business day after receipt
if not transmitted during the recipient’s normal business hours. All Notices by facsimile shall be confirmed by the sender
thereof promptly after transmission in writing by registered or certified mail, personal delivery, email FedEx, UPS or other reputable
overnight courier.


 




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8.5           Governing
Law.


 


(a)          THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEVADA WITHOUT GIVING EFFECT
TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF NEVADA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEVADA TO BE APPLIED.


 


(b)          EACH
PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY
JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.


 


8.6           Survival.
Any provision of this Agreement which contemplates performance or the existence of obligations after the Closing Date, and any
and all representations and warranties set forth in this Agreement, shall not be deemed to be merged into or waived by the execution
and delivery of the instruments executed at the Closing, but shall expressly survive the Closing and shall be binding upon the
party or parties obligated thereby in accordance with the terms of this Agreement, subject to any limitations expressly set forth
in this Agreement.


 


8.7           Binding
Effect and Assignment. This Agreement shall be binding upon and inure to the benefit
of the Parties hereto and their respective permitted successors and assigns; but neither this Agreement nor any of the rights,
benefits or obligations hereunder shall be assigned, by operation of law or otherwise, by any Party hereto without the prior written
consent of the other Party, provided, however, that nothing herein shall prohibit the assignment of the Buyer’s
rights (but not its obligations) to any direct or indirect subsidiary or prohibit the assignment of the Buyer’s rights (but
not obligations) to any lender as collateral for any indebtedness for borrowed money from such lender. The Persons referred in
Section 6.3(a) and (b) of this Agreement are intended third-party beneficiaries of the covenants, agreements, representations
and warranties in such Section. Except as otherwise expressly set forth in this Agreement, nothing in this Agreement, is intended
to confer upon any person or entity other than the Parties and their respective permitted successors and assigns, any rights,
benefits or obligations hereunder.


 


8.8           Exhibits
and Schedules. The Exhibits and Schedules referred to herein are
attached hereto and incorporated herein by this reference. The Schedules to Article 3 shall be arranged in sections and
subsections corresponding to the numbered and lettered sections and subsections contained in Article 3. No modifications,
qualifications, or exceptions to any representations or warranties disclosed on one Schedule to Article 3 shall constitute
a modification, qualification, or exception to any other representations or warranties made in Article 3 of this Agreement unless
it is reasonably apparent on its face that the disclosures on such Schedule applies to such other representations and warranties.


 


8.9           Multiple
Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and will be effective
when counterparts have been signed by the Buyer, the Existing Members and the Company and delivered to the Buyer, the Existing
Members and the Company. A manual signature on this Agreement, an image of which shall have been transmitted electronically, will
constitute an original signature for all purposes. The delivery of copies of this Agreement, including executed signature pages
where required, by electronic transmission will constitute effective delivery of this Agreement.


 




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8.10         References
and Construction.


 


(a)          Whenever
required by the context, and is used in this Agreement, the singular number shall include the plural and pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identification of the Person may
require. References to monetary amounts, specific named statutes and GAAP are intended to be and shall be construed as references
to United States dollars, statutes of the United States of the stated name and U.S. GAAP, respectively, unless the context otherwise
requires. When appearing in this Agreement, the terms “include”, “includes” and “including”
shall be deemed to be followed by the words “without limitation” (whether or not they are in fact followed by such
words) or words of like import.


 


(b)          The
provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any Party hereto irrespective
of which Party caused such provisions to be drafted, and no rule of strict construction shall be applied against any Party. Each
of the Parties acknowledges that it has been represented by an attorney in connection with the preparation and execution of this
Agreement.


 


8.11         Attorneys’
Fees. Subject to Section 6.3 and Section 8.1 hereof, in the
event any suit or other legal proceeding is brought for the enforcement of any of the provisions of this Agreement, the Parties
hereto agree that the prevailing Party or Parties shall be entitled to recover from the other Party or Parties upon final judgment
on the merits reasonable attorneys’ fees, including attorneys’ fees for any appeal, and costs incurred in bringing
such suit or proceeding.


 


8.12         Severability. If
any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


8.13         Entire
Agreement; Amendments and Waivers. The Recitals to this Agreement are true and
correct in all respects and are hereby incorporated by reference herein. This Agreement, together with all Exhibits and
Schedules attached hereto, constitutes the entire agreement between and among the parties hereto pertaining to the subject
matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the
parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter
hereof except as set forth specifically herein or contemplated hereby. No supplement, modification or waiver of this Agreement
shall be binding unless executed in writing by the Party to be bound thereby. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such
waiver constitute a continuing waiver unless otherwise expressly provided.


 


8.14         Termination.
Either Buyer or the Company may terminate this Agreement if the Closing has not occurred by September 30, 2018; provided, however,
(i) Buyer may not terminate this Agreement if the failure of the Closing to occur is due to the failure of Buyer to satisfy any
of the conditions set forth in Section 5.1 and (ii) the Company may not terminate this Agreement if the failure of the
Closing to occur is due to the failure of the Company to satisfy any of the conditions set forth in Section 5.2. If this
Agreement is terminated, then all further obligations under this Agreement shall terminate and no Party shall have any liability
in respect of the termination of this Agreement; provided that no such termination will relieve any Party of liability
for its willful and material breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to
such termination.


 




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8.15         Waiver
of Conflicts; Privilege.


 


(a)          Each
of the Parties acknowledges and agrees that Greenberg Traurig, P.A. (“GT”) has acted as counsel to the Existing
Members, the Company and its Subsidiaries in connection with the negotiation of this Agreement and consummation of the transactions
contemplated hereby.


 


(b)          Buyer
hereby consents and agrees to, and agrees to cause the Company and the Acquired Subsidiaries to consent and agree to, GT representing
any of the Existing Members after the Closing, including with respect to disputes in which the interests of any of the Existing
Members may be directly adverse to Buyer and its Subsidiaries (including, following the Closing, the Company and the Acquired Subsidiaries),
and even though GT may have represented the Company and its Subsidiaries in a matter substantially related to any such dispute
prior to the Closing. Buyer further consents and agrees to, and agrees to cause the Company and its Subsidiaries to consent and
agree to, the communication by GT to the Existing Members in connection with any such representation of any fact (as opposed to
legal analysis, legal strategy or otherwise privileged information for which the Existing Members do not continue to own the privilege
pursuant to Section 8.15(d) below) known to GT arising by reason of GT’s prior representation of the Company or any
of its Subsidiaries.


 


(c)          In
connection with the foregoing, Buyer hereby irrevocably waives and agrees not to assert, and agrees to cause the Company and the
Acquired Subsidiaries to irrevocably waive and not to assert, any conflict of interest arising from or in connection with: (i) GT’s
prior representation of the Company or any of the Company’s Subsidiaries prior to the Closing and (ii) GT’s representation
of the Existing Members prior to and after the Closing.


 


(d)          Buyer
further agrees, on behalf of itself and, after the Closing, on behalf of the Company and its Subsidiaries, that all communications
in any form or format between GT and the Company or its Subsidiaries, or any of their respective managers, directors, officers
employees or other representatives, that relate in any way to the negotiation, documentation and consummation of the transactions
contemplated by this Agreement or any dispute arising under this Agreement (collectively, the “Deal Communications”)
shall be deemed to be retained and owned collectively by the Existing Members, shall be controlled by the Existing Members and
shall not pass to or be claimed by Buyer, the Company or any of its Subsidiaries. All Deal Communications that are attorney-client
privileged (the “Privileged Deal Communications”) shall remain privileged after the Closing and the privilege
and the expectation of client confidence relating thereto shall belong solely to the Existing Members, shall be controlled by the
Existing Members and shall not pass to or be claimed by Buyer, the Company or any of its Subsidiaries.


 


Article
9- DEFINITIONS


 


Capitalized terms used in this Agreement
are used as defined in this Article 9 or as referenced elsewhere in this Agreement.


 


“Access
Innovation Purchase Agreement” shall mean that certain Purchase Agreement, dated as of the date hereof, by and among
the Company and certain other members of Access Innovation, LLC (the “AI Selling Members”) pursuant to which,
among other things, the Company shall use Five Hundred Fifty Thousand Dollars ($550,000) of the Cash Consideration to purchase
the membership interests of Access Innovation, LLC from the AI Selling Members.


 




    	 	44	 



     


    

 


“Acquired
Subsidiaries” shall mean Edison Nation, LLC, SafeTV Shop, LLC and Everyday Edisons, LLC.


 


“Affiliate”
shall mean, with respect to any Person, any other Person controlling, controlled by or under common control with such Person. For
purposes of this definition, the term “control” (including the terms “controlling,” “controlled
by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract
or otherwise, and such “control” will be presumed if the first Person owns fifty percent (50%) or more of the voting
capital stock or other ownership interests, directly or indirectly, of such other Person.


 


“Agreement”
shall have the meaning set forth in the preamble.


 


“Affiliated
Group” shall mean any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined
under a similar provision of state, local or foreign law.


 


“AI Selling
Members” shall have the meaning set forth in the defined term “Access Innovation Purchase Agreement”.


 


“AllStar Agreement”
shall mean that certain agreement, dated as of the date hereof, by and among the Company, the Acquired Subsidiaries and AMG pertaining
to, among other things, (i) the cancellation and discharge of the AMG Note in exchange for the transfer, conveyance and assignment
to AMG of the Company’s right, title and interest in and to the PeticareTM product and (ii) the termination of the Terminated
AllStar Agreements.


 


“Ancillary
Agreements” shall mean any or all of the exhibits to this Agreement and any and all other agreements, instruments or
documents required or expressly contemplated by this Agreement to be executed and delivered in connection with the transactions
contemplated by this Agreement (including the New Convertible Notes, the Registration Rights Agreement and the New Company LLC
Agreement).


 


“AMG”
shall have the meaning set forth in Section 2.3(b).


 


“AMG Note”
shall have the meaning set forth in Section 2.3(b).


 


“Basket”
shall have the meaning set forth in Section 8.1(f)(i)


 


“Business”
shall have the meaning set forth in the first recital.


 


“Buyer Common
Stock” means the common stock, par value $0.001 per share, of the Buyer.


 


“Buyer Shareholder
Approval” shall have the meaning set forth in Section 2.5 (c).


 


“Buyer Shares”
means any shares of Buyer Common Stock issuable by Buyer pursuant to this Agreement or any Ancillary Agreement, including, without
limitation, the shares of Buyer Common Stock issuable to Wesley Jones and Venture Six, LLC pursuant to Section 2.2(e) of
this Agreement, the shares of Buyer Common Stock issuable upon conversion of the New Convertible Notes and the Put Right Shares.


 


“Cash Consideration”
shall mean Seven Hundred Thousand Dollars ($700,000).


 




    	 	45	 



     


    

 


“Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


“Common Membership
Interests” shall have the meaning set forth in the fourth recital.


 


“Company”
shall have the meaning set forth in the preamble.


 


“Company Information”
shall have the meaning set forth in Section 6.4(a).


 


“Confidential
Information” shall mean confidential data and confidential information (whether or not specifically labeled or identified
as “confidential”), in any form or medium, relating to the Business, Products or Services of the Company or the Acquired
Subsidiaries (which does not rise to the status of a Trade Secret under applicable law) which is or has been disclosed to any Existing
Member or of which any Existing Member became aware as a consequence of or through its ownership of the Company and which has value
to the Company and is not generally known to the competitors of the Company. Confidential Information includes, but is not limited
to, the following: (a) internal business information (including information relating to strategic and staffing plans and practices,
business, training, marketing, promotional and sales plans and practices, cost, rate and pricing structures and accounting and
business methods), (b) identities of, individual requirements of, specific contractual arrangements with, and information
about, the suppliers, distributors, customers, independent contractors or other business relations of the Company and their confidential
information, (c) Trade Secrets, know-how, compilations of data and analyses, techniques, systems, research, records, reports,
manuals, documentation, data and data bases relating thereto and (d) inventions, innovations, improvements, developments,
methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable). Notwithstanding
the foregoing, Confidential Information shall not include any data or information that (i) is or becomes generally available to
the public other than as a result of a disclosure by any of the Existing Members or any of their respective Affiliates, (ii) is
or becomes available to the Company, any of the Existing Members or their Affiliates or any of their respective employees, agents,
accountants, legal counsel or other representatives or advisers on a nonconfidential basis prior to its disclosure by the Company,
the Existing Members or their Affiliates or any of their respective employees, agents, accountants, legal counsel or other representatives
or advisers or (iii) is required to be disclosed by the Company, the Existing Members or their Affiliates or any of their respective
employees, agents, accountants, legal counsel or other representatives or advisers as a result of any applicable law, rule or regulation
of any Governmental Authority or as is necessary to effect the transaction contemplated by this Agreement; and provided,
further, that the Existing Members shall promptly notify the Buyer of any disclosure pursuant to this clause (iii).


 


“Contracts,”
when described as being those of or applicable to any Person, shall mean any and all written contracts, agreements, commitments,
franchises, understandings, arrangements, leases, licenses, registrations, mortgages, bonds, notes, guaranties or other undertakings
to which such Person is a party or to which or by which such Person or the property of such Person is subject or bound, excluding
any Permits.


 


“Covenant Survival
Date” shall have the meaning set forth in Section 8.1(a).


 


“Damages”
shall mean any and all damages, liabilities, losses, penalties, fines, judgments, claims, deficiencies, losses, costs and expenses
and assessments (including, but not limited to, income and other Taxes, interest, penalties, and attorneys’ and accountants’
fees and disbursements) but excluding all consequential damages, punitive and exemplary damages, special damages or other similar
items.


 


“Deal
Communications” shall have the meaning set forth in Section 8.15(d).


 




    	 	46	 



     


    

 


“Encumbrances”
shall mean any charge, claim, community property interest, pledge, condition, equitable interest, liens (statutory or other), option,
security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including
any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.


 


“Environmental
Law” shall mean all existing and applicable Legal Requirements of federal, state and local Governmental Authorities concerning
pollution or protection of the environment, public health and safety or employee health and safety, including Legal Requirements
relating to emissions, discharges, releases or threatened releases of Hazardous Materials into ambient air, surface water, ground
water or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of, or exposure to Hazardous Materials.


 


“Exchange Act”
shall have the meaning set forth in Section 2.5 (c).


 


“Excluded Liabilities”
shall have the meaning set forth in Section 1.3.


 


“Excluded Subsidiaries”
shall mean Edison Nation Medical, LLC and Access Innovation, LLC.


 


“Existing Company
Membership Interests” shall have the meaning set forth in the second recital.


 


“Existing
Members” shall have the meaning set forth in the preamble.


 


“Existing Members’
Expenses” shall have the meaning set forth in Section 8.3.


 


“Fundamental
Representations” shall mean the following representations and warranties: Section 3.2; Sections 3.3(a)
and (b); Section 3.4; Section 3.24; Section 4.2; Section 4.7; and Section 4.8.


 


“GAAP”
means U.S. generally accepted accounting principles.


 


“Governmental
Authorities” shall mean any nation or country (including, but not limited to, the United States) and any commonwealth,
territory or possession thereof and any political subdivision of any of the foregoing, including, but not limited to, courts, departments,
commissions, boards, bureaus, agencies, ministries or other instrumentalities.


 


“GT”
shall have the meaning set forth in Section 8.15(a).


 


“Hazardous
Material” shall mean all or any of the following: (a) substances that are defined or listed in, or otherwise classified
pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous materials,” “Hazardous
wastes,” “toxic substances” or any other formulation intended to define, list or classify substances by reason
of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity or “EP toxicity”;
(b) oil, petroleum or petroleum derived substances, natural gas, natural gas liquids or synthetic gas and drilling fluids,
produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal
resources; (c) any flammable substances or explosives or any radioactive materials; and (d) asbestos in any form or electrical
equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per
million.


 




    	 	47	 



     


    

 


“Indemnified
Taxes” shall mean (i) all Taxes (or the non-payment thereof) of the Company and Acquired Subsidiaries for all Pre-Closing
Tax Periods and the portion of all Straddle Periods ending on the Closing Date, (ii) any and all Taxes of any member of an affiliated,
consolidated, combined, or unitary group of which the Company or any Acquired Subsidiary (or any predecessor of any of the foregoing)
is or was a member on or prior to the Closing Date, and (iii) any and all Taxes of any person (other than the Company and Acquired
Subsidiaries) imposed on the Company or the Acquired Subsidiaries as a transferee or successor, by contract (other than contracts
entered into in the ordinary course of business not primarily related to Taxes) or pursuant to any law, rule or regulation, which
Taxes relate to an event or transaction occurring before the Closing.


 


“Indemnified Party” shall
have the meaning set forth in Section 8.1(b).


 


“Indemnified Taxpayer”
shall have the meaning set forth in Section 7.2(a).


 


“Indemnifying Party” shall
have the meaning set forth in Section 8.1(b).


 


“Information Statement”
shall have the meaning set forth in Section 2.5 (c).


 


“Knowledge
of the Company” shall mean the actual knowledge of the Company and the Existing Members, with respect to the matter in
question, and such knowledge as any of them reasonably should have obtained upon commercially reasonable inquiry of employees of
the Company and the Subsidiaries into the matter in question.


 


“Legal
Requirements,” when described as being applicable to any Person, shall mean any and all laws (statutory, judicial or
otherwise), ordinances, regulations, judgments, orders, directives, injunctions, writs, decrees or awards of any Governmental Authority,
in each case as and to the extent applicable to such Person or such Person’s business, operations or properties.


 


“Material
Adverse Effect” shall mean a material adverse effect on the Business, financial condition, Properties or liabilities
of the Company or the Acquired Subsidiaries, taken as a whole provided, that in no event shall any of the following be taken
into account in the determination of whether an Material Adverse Effect has occurred: (i) any change in any Legal Requirement
or GAAP; (ii) any change resulting from conditions affecting any of the industries in which the Company operates or from changes
in general business, financial, political, capital market or economic conditions (including any change resulting from any force
majeure, hostilities, war or military or terrorist attack); (iii) any change resulting from the announcement or pendency of
the transactions contemplated by this Agreement or attributable to the fact that the Buyer or any of its Affiliates is the prospective
owner of the Common Membership Interests; (iv) any event, condition or other matter disclosed on a Schedule to this Agreement;
(v) any change resulting from any action by the Company contemplated by this Agreement; or (vi) the failure of the Company
to achieve any financial projections or budget.


 


“New Company
LLC Agreement” shall have the meaning set forth in the fourth recital.


 


“New Convertible
Notes” shall have the meaning set forth in Section 2.2(c).


 


“Notice” shall have the
meaning set forth in Section 8.4.


 


“Organizational
Documents” shall mean, with respect to the Company or any of its Subsidiaries, the Company’s or its subsidiary’s
certificate of formation and operating agreement.


 


“Party”
or “Parties” shall have the meaning set forth in the preamble.


 




    	 	48	 



     


    

 


“Permits”
shall mean any and all permits, rights, approvals, licenses, authorizations, or orders under any Legal Requirement or otherwise
granted by any Governmental Authority, including without limiting the foregoing, participation in Government Programs.


 


“Person”
shall mean any individual, corporation, limited liability company, general or limited partnership, association, joint stock company,
trust, joint venture, unincorporated organization or governmental entity (or any department, agency or political subdivision thereof).


 


“Pre-Closing Tax Periods”
shall have the meaning set forth in Section 7.3 (c).


 


“Preferred
Membership Interests” shall have the meaning set forth in the fourth recital.


 


“Privileged
Deal Communications” shall have the meaning set forth in Section 8.15(d).


 


“Product”
shall mean each product offered, distributed or sold by the Company or the Acquired Subsidiaries and any other products with respect
to which the Company or the Acquired Subsidiaries has any liability, proprietary rights or beneficial interest.


 


“Promissory
Notes” shall have the meaning set forth in Section 2.2(d).


 


“Properties”
shall mean any and all properties and assets (real, personal or mixed, tangible or intangible) owned or used by the Company and
the Acquired Subsidiaries.


 


“Put Right
Shares” means the shares of Buyer Common Stock issuable to the Existing Members under the New Company LLC Agreement in
satisfaction of the Put Right obligations of the Company guaranteed by the Buyer.


 


“Registration
Rights Agreement” shall mean the Registration Rights Agreement, in substantially the form attached hereto as Exhibit
C, by and among the Buyer, the holders of the New Convertible Notes, Wesley Jones, Venture Six, LLC and the Existing Members.


 


“Released Claims” shall
have the meaning set forth in Section 6.6.


 


“Released Parties” shall
have the meaning set forth in Section 6.6.


 


“Representation and Warranty Survival
Date” shall have the meaning set forth in Section 8.1(a).


 


“Restricted
Business” shall mean the business of operating an internet marketplace or other similar exchange or portal that provides
a platform for Persons to submit ideas, concepts, technologies or processes intended to be evaluated for the purpose of licensing
the idea, concept, technology or process.


 


“Restricted Period” shall
have the meaning set forth in Section 6.7.


 


“Restrictive Covenants”
shall have the meaning set forth in Section 6.7.


 


“SEC” shall have the meaning
set forth in Section 2.5 (c).


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 




    	 	49	 



     


    

 


“Senior
Convertible Debt” shall mean the senior convertible indebtedness of the Company in the aggregate principal amount, together
with accrued but unpaid interest as of the date hereof, of $1,656,352.02 issued pursuant to that certain Amended and Restated Convertible
Note Purchase Agreement, dated as of April 25, 2016, by and among the Company, GS Venture Partners, LLC, Wesley Jones, David Rozinov,
Louis Foreman and Todd Stancombe.


 


“Service”
shall mean each service offered or sold by the Company and the Acquired Subsidiaries, or under development, and any other services
with respect to which the Company or any Acquired Subsidiary has any liability, proprietary rights or beneficial interest.


 


“Straddle Periods” shall
have the meaning set forth in Section 7.3 (c).


 


“Subsidiary”
shall mean, with respect to any Person, any corporation, association, partnership, limited liability company, trust or other entity
of which fifty percent (50%) or more of the total voting power, whether by way of contract or otherwise, of shares of capital stock
or other equity interests (including limited liability company or partnership interests) entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly
or indirectly (e.g., through another Subsidiary), by (a) such Person (b) such Person and one or more of its Subsidiaries,
or (c) one or more Subsidiaries of such Person. Notwithstanding the foregoing, for purposes of this Agreement, (i) Edison
Nation Medical, LLC shall not be deemed to be a Subsidiary of the Company and the membership interests of Edison Nation Medical,
LLC shall be distributed to the Existing Members prior to the Closing and (ii) Access Innovation, LLC shall not be deemed to be
a Subsidiary of the Company and the membership interests of Access Innovation, LLC owned by the Company (after giving effect to
the transactions contemplated by the Access Innovation Purchase Agreement) shall be distributed to the Existing Members in accordance
with the New Company LLC Agreement promptly following the Closing.


 


“Survival Date” shall have
the meaning set forth in Section 8.1(a).


 


“Tax”
shall mean any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental (including taxes under Section 59A of the Code), vehicle, customs duties,
capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal
property, sales, use, transfer, registration, value added, unclaimed property, escheat, alternative or add-on minimum, estimated
or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.


 


“Tax Return”
shall mean any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any
schedule or attachment thereto and including any amendment thereof.


 


“Terminated
AllStar Agreements” shall mean (i) that certain Note Purchase Agreement, dated as of March 27, 2017 (as amended), by
and among AllStar, the Company and the Acquired Subsidiaries and the Loan Documents (as defined in such Note Purchase Agreement)
executed in connection therewith, (ii) that certain Exclusivity Agreement, dated as of March 27, 2014 (as amended), by and among
AllStar, the Company, the Acquired Subsidiaries and Todd Stancombe and (iii) that certain Innovation Partner Master Services Agreement,
dated as of April 25, 2016, by and among AllStar, the Company, the Acquired Subsidiaries, and Todd Stancombe.


 




    	 	50	 



     


    

 


“Trade
Secrets” shall mean information of the Company and the Acquired Subsidiaries including, but not limited to, technical
or nontechnical data, formulas, patterns, compilations, programs, financial data, financial plans, product or service plans or
lists of actual or potential customers or suppliers which (a) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by, other Persons who can obtain economic value from its
disclosure or use, and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.


 


“Transaction Expenses”
shall have the meaning set forth in Section 8.3.


 


“Treasury
Regulations” shall mean the regulations currently in force as final or temporary that have been issued by the U.S. Department
of Treasury under its authority under the Code, and any successor regulations.


 


“Valuation Methodology”
means the arithmetic average of the daily VWAP of a share of Buyer Common Stock for the fifteen (15) consecutive trading days immediately
prior to payment of an amount in Buyer Common Stock for the Existing Members’ indemnity obligations hereunder.


 


“VWAP”
shall mean the market value per share of Buyer Common Stock on such trading day as determined, using a volume-weighted average
method.


 


**REMAINDER
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    	 	51	 



     


    

 


IN WITNESS WHEREOF,
each of the undersigned has caused this Agreement to be duly executed on its behalf as of the Effective Date.


 


	 	THE BUYER:
	 	 
	 	XSPAND PRODUCTS LAB, INC.
	 	 
	 	By: 	/s/ Chris Ferguson
	 	Name:  Chris Ferguson
	 	Title:  Chief Executive Officer
	 	 
	 	THE COMPANY:
	 	 
	 	EDISON NATION HOLDINGS, LLC
	 	 
	 	By: 	/s/ Louis Foreman 
	 	Name:  Louis Foreman
	 	Title:  CEO


 


existing members:


 


	VENTURE SIX, LLC	 	TWC CAPITAL, LLC
	 	 	 
	By: 	/s/ Louis Foreman	 	By:	 /s/ Chad D. Tillman
	Name:  Louis Foreman	 	Name:  Chad D. Tillman
	Title:  CEO	 	Title:  Manager
	 	 	 
	EE INVESTORS, LLC	 	FIVEOAKS CAPITAL, LLC
	 	 	 
	By: 	/s/ Wes Jones	 	By: 	/s/ Wes Jones
	Name:  Wes Jones	 	Name:  Wes Jones
	Title:  Managing Member	 	Title:  Managing Member
	 	 	 
	GS VENTURE PARTNERS LLC	 	MATTHEW WYNN
	 	 	 
	By: 	/s/ Gregg Smith	 	/s/ Matthew Wynn
	Name:  Gregg Smith	 	Matthew Wynn
	Title:  Managing Member	 	 
	 	 	 
	LOUIS FOREMAN	 	TODD STANCOMBE
	 	 	 
	/s/ Louis Foreman	 	/s/ Todd Stancombe
	Louis Foreman	 	Todd Stancombe
	 	 	 
	WES JONES	 	DAVID ROZINOV
	 	 	 
	/s/ Wes Jones	 	/s/ David Rozinov
	Wes Jones	 	David Rozinov


 


[Signature
Page to Membership Interest Purchase Agreement]